Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

EMCOR Group, Inc. and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	December 31, 2016				December 31, 2015
ASSETS
Current assets:
Cash and cash equivalents	$	464,617			$	486,831
Accounts receivable, less allowance for doubtful accounts of $12,252 and $11,175, respectively	1,495,431				1,359,862
Costs and estimated earnings in excess of billings on uncompleted contracts	130,697				117,734
Inventories	37,426				37,545
Prepaid expenses and other	82,676				64,140
Total current assets	2,210,847				2,066,112
Investments, notes and other long-term receivables	8,792				8,359
Property, plant and equipment, net	127,951				122,018
Goodwill	979,628				843,170
Identifiable intangible assets, net	487,398				472,834
Other assets	79,554				30,164
Total assets	$	3,894,170			$	3,542,657
LIABILITIES AND EQUITY
Current liabilities:
Current maturities of long-term debt and capital lease obligations	$	15,030			$	17,541
Accounts payable	501,213				488,251
Billings in excess of costs and estimated earnings on uncompleted contracts	489,242				429,235
Accrued payroll and benefits	310,514				268,033
Other accrued expenses and liabilities	195,775				209,361
Total current liabilities	1,511,774				1,412,421
Borrowings under revolving credit facility	125,000				—
Long-term debt and capital lease obligations	283,296				297,559
Other long-term obligations	436,158				352,621
Total liabilities	2,356,228				2,062,601
Equity:
EMCOR Group, Inc. stockholders’ equity:
Preferred stock, $0.01 par value, 1,000,000 shares authorized, zero issued and outstanding	—				—
Common stock, $0.01 par value, 200,000,000 shares authorized, 60,606,825 and 61,727,709 shares issued, respectively	606				617
Capital surplus	52,219				130,369
Accumulated other comprehensive loss	(101,703		)		(76,953		)
Retained earnings	1,596,269				1,432,980
Treasury stock, at cost 659,841 shares	(10,302		)		(10,302		)
Total EMCOR Group, Inc. stockholders’ equity	1,537,089				1,476,711
Noncontrolling interests	853				3,345
Total equity	1,537,942				1,480,056
Total liabilities and equity	$	3,894,170			$	3,542,657

The accompanying notes to consolidated financial statements are an integral part of these statements.

EMCOR Group, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

For The Years Ended December 31,

(In thousands, except per share data)

	2016				2015				2014
Revenues	$	7,551,524			$	6,718,726			$	6,424,965
Cost of sales	6,513,662				5,774,247				5,517,719
Gross profit	1,037,862				944,479				907,246
Selling, general and administrative expenses	725,538				656,573				626,478
Restructuring expenses	1,438				824				1,168
Impairment loss on identifiable intangible assets	2,428				—				1,471
Gain on sale of building	—				—				11,749
Operating income	308,458				287,082				289,878
Interest expense	(12,627		)		(8,932		)		(9,075		)
Interest income	663				673				842
Income from continuing operations before income taxes	296,494				278,823				281,645
Income tax provision	111,199				106,256				103,528
Income from continuing operations	185,295				172,567				178,117
Loss from discontinued operation, net of income taxes	(3,142		)		(60		)		(4,690		)
Net income including noncontrolling interests	182,153				172,507				173,427
Less: Net income attributable to noncontrolling interests	(218		)		(221		)		(4,763		)
Net income attributable to EMCOR Group, Inc.	$	181,935			$	172,286			$	168,664
Basic earnings (loss) per common share:
From continuing operations attributable to EMCOR Group, Inc. common stockholders	$	3.05			$	2.74			$	2.61
From discontinued operation	(0.05		)		(0.00		)		(0.07		)
Net income attributable to EMCOR Group, Inc. common stockholders	$	3.00			$	2.74			$	2.54
Diluted earnings (loss) per common share:
From continuing operations attributable to EMCOR Group, Inc. common stockholders	$	3.02			$	2.72			$	2.59
From discontinued operation	(0.05		)		(0.00		)		(0.07		)
Net income attributable to EMCOR Group, Inc. common stockholders	$	2.97			$	2.72			$	2.52
Dividends declared per common share	$	0.32			$	0.32			$	0.32

The accompanying notes to consolidated financial statements are an integral part of these statements.

EMCOR Group, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For The Years Ended December 31,

(In thousands)

	2016				2015				2014
Net income including noncontrolling interests	$	182,153			$	172,507			$	173,427
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments	(1,434		)		(621		)		(957		)
Changes in post retirement plans (1)	(23,316		)		6,865				(16,463		)
Other comprehensive (loss) income	(24,750		)		6,244				(17,420		)
Comprehensive income	157,403				178,751				156,007
Less: Comprehensive income attributable to noncontrolling interests	(218		)		(221		)		(4,763		)
Comprehensive income attributable to EMCOR Group, Inc.	$	157,185			$	178,530			$	151,244

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(1)	Net of tax benefit (provision) of $5.1 million, $(1.6) million and $4.2 million for the years ended December 31, 2016, 2015 and 2014, respectively.

The accompanying notes to consolidated financial statements are an integral part of these statements.

EMCOR Group, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

For The Years Ended December 31,

(In thousands)

	2016				2015				2014
Cash flows - operating activities:
Net income including noncontrolling interests	$	182,153			$	172,507			$	173,427
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	38,881				36,294				36,524
Amortization of identifiable intangible assets	40,908				37,895				37,966
Provision for doubtful accounts	6,194				2,853				2,918
Deferred income taxes	(8,108		)		(10,300		)		5,748
Loss on sale of subsidiary	—				—				608
Gain on sale of building	—				—				(11,749		)
Gain on sale of property, plant and equipment	(330		)		(248		)		(4,920		)
Excess tax benefits from share-based compensation	(2,546		)		(1,663		)		(8,264		)
Equity income from unconsolidated entities	(1,569		)		(2,883		)		(1,440		)
Non-cash expense for amortization of debt issuance costs	1,354				1,307				1,307
Non-cash (income) expense from contingent consideration arrangements	—				(464		)		606
Non-cash expense for impairment of identifiable intangible assets	2,428				—				1,471
Non-cash share-based compensation expense	8,902				8,801				8,121
Non-cash (income) expense from changes in unrecognized income tax benefits	(759		)		(317		)		2,143
Distributions from unconsolidated entities	1,247				3,352				1,767
Changes in operating assets and liabilities, excluding the effect of businesses acquired:
(Increase) decrease in accounts receivable	(98,773		)		(115,303		)		27,409
Decrease in inventories	954				9,733				5,269
Increase in costs and estimated earnings in excess of billings on uncompleted contracts	(7,851		)		(12,837		)		(13,010		)
Increase (decrease) in accounts payable	13,141				25,440				(25,122		)
Increase (decrease) in billings in excess of costs and estimated earnings on uncompleted contracts	57,244				58,614				(11,868		)
Increase in accrued payroll and benefits and other accrued expenses and liabilities	22,659				37,122				32,340
Changes in other assets and liabilities, net	8,432				16,763				(14,594		)
Net cash provided by operating activities	264,561				266,666				246,657
Cash flows - investing activities:
Payments for acquisitions of businesses, net of cash acquired	(232,947		)		(28,195		)		—
Proceeds from sale of subsidiary	—				—				1,108
Proceeds from sale of building	—				—				11,885
Proceeds from sale of property, plant and equipment	2,023				3,847				7,239
Purchase of property, plant and equipment	(39,648		)		(35,460		)		(38,035		)
Investments in and advances to unconsolidated entities and joint ventures	(99		)		—				(3,865		)
Net cash used in investing activities	(270,671		)		(59,808		)		(21,668		)
Cash flows - financing activities:
Proceeds from revolving credit facility	220,000				—				—
Repayments of revolving credit facility	(95,000		)		—				—
Borrowings from long-term debt	400,000				—				—
Repayments of long-term debt and debt issuance costs	(417,990		)		(17,514		)		(17,454		)
Repayments of capital lease obligations	(1,384		)		(2,737		)		(1,715		)
Dividends paid to stockholders	(19,454		)		(20,095		)		(21,293		)
Repurchase of common stock	(94,221		)		(104,330		)		(201,994		)
Proceeds from exercise of stock options	741				3,836				6,858
Payments to satisfy minimum tax withholding	(4,225		)		(3,866		)		(1,481		)
Issuance of common stock under employee stock purchase plan	4,814				4,223				3,615
Payments for contingent consideration arrangements	—				(403		)		—
Distributions to noncontrolling interests	(2,710		)		(10,250		)		(4,750		)
Excess tax benefits from share-based compensation	—				1,663				8,264
Net cash used in financing activities	(9,429		)		(149,473		)		(229,950		)
Effect of exchange rate changes on cash and cash equivalents	(6,675		)		(2,610		)		(2,796		)
(Decrease) increase in cash and cash equivalents	(22,214		)		54,775				(7,757		)
Cash and cash equivalents at beginning of year	486,831				432,056				439,813
Cash and cash equivalents at end of period	$	464,617			$	486,831			$	432,056

The accompanying notes to consolidated financial statements are an integral part of these statements.

EMCOR Group, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF EQUITY

For The Years Ended December 31,

(In thousands)

					EMCOR Group, Inc. Stockholders
	Total				Common stock				Capital surplus				Accumulated other comprehensive (loss) income (1)				Retained earnings				Treasury stock				Noncontrolling interests
Balance, December 31, 2013	$	1,479,626			$	676			$	408,083			$	(65,777	)		$	1,133,873			$	(10,590	)		$	13,361
Net income including noncontrolling interests	173,427				—				—				—				168,664				—				4,763
Other comprehensive loss	(17,420		)		—				—				(17,420		)		—				—				—
Common stock issued under share-based compensation plans (2)	15,570				8				15,274				—				—				288				—
Tax withholding for common stock issued under share-based compensation plans	(1,481		)		—				(1,481		)		—				—				—				—
Common stock issued under employee stock purchase plan	3,615				—				3,615				—				—				—				—
Common stock dividends	(21,293		)		—				253				—				(21,546		)		—				—
Repurchase of common stock	(206,028		)		(48		)		(205,980		)		—				—				—				—
Distributions to noncontrolling interests	(4,750		)		—				—				—				—				—				(4,750		)
Share-based compensation expense	8,121				—				8,121				—				—				—				—
Balance, December 31, 2014	$	1,429,387			$	636			$	227,885			$	(83,197	)		$	1,280,991			$	(10,302	)		$	13,374
Net income including noncontrolling interests	172,507				—				—				—				172,286				—				221
Other comprehensive income	6,244				—				—				6,244				—				—				—
Common stock issued under share-based compensation plans (2)	5,433				5				5,428				—				—				—				—
Tax withholding for common stock issued under share-based compensation plans	(3,866		)		—				(3,866		)		—				—				—				—
Common stock issued under employee stock purchase plan	4,223				—				4,223				—				—				—				—
Common stock dividends	(20,095		)		—				202				—				(20,297		)		—				—
Repurchase of common stock	(112,328		)		(24		)		(112,304		)		—				—				—				—
Distributions to noncontrolling interests	(10,250		)		—				—				—				—				—				(10,250		)
Share-based compensation expense	8,801				—				8,801				—				—				—				—
Balance, December 31, 2015	$	1,480,056			$	617			$	130,369			$	(76,953	)		$	1,432,980			$	(10,302	)		$	3,345
Net income including noncontrolling interests	182,153				—				—				—				181,935				—				218
Other comprehensive loss	(24,750		)		—				—				(24,750		)		—				—				—
Common stock issued under share-based compensation plans (3)	1,724				4				729				—				991				—				—
Tax withholding for common stock issued under share-based compensation plans	(4,225		)		—				(4,225		)		—				—				—				—
Common stock issued under employee stock purchase plan	4,814				—				4,814				—				—				—				—
Common stock dividends	(19,454		)		—				183				—				(19,637		)		—				—
Repurchase of common stock	(88,568		)		(15		)		(88,553		)		—				—				—				—
Distributions to noncontrolling interests	(2,710		)		—				—				—				—				—				(2,710		)
Share-based compensation expense	8,902				—				8,902				—				—				—				—
Balance, December 31, 2016	$	1,537,942			$	606			$	52,219			$	(101,703	)		$	1,596,269			$	(10,302	)		$	853

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(1)

As of December 31, 2016, represents cumulative foreign currency translation and post retirement liability adjustments of $2.1 million and $(103.8) million, respectively. As of December 31, 2015, represents cumulative foreign currency translation and post retirement liability adjustments of $3.5 million and $(80.5) million, respectively. As of December 31, 2014, represents cumulative foreign currency translation and post retirement liability adjustments of $4.1 million and $(87.3) million, respectively.

(2)	Includes the tax benefit associated with share-based compensation of $1.6 million in 2015 and $8.6 million in 2014.

(3)	Includes a $1.0 million adjustment to retained earnings to recognize net operating loss carryforwards attributable to excess tax benefits on stock compensation upon the adoption of Accounting Standards Update No. 2016-09.

The accompanying notes to consolidated financial statements are an integral part of these statements.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1- NATURE OF OPERATIONS

References to the “Company,” “EMCOR,” “we,” “us,” “our” and similar words refer to EMCOR Group, Inc. and its consolidated subsidiaries unless the context indicates otherwise.

We are one of the largest electrical and mechanical construction and facilities services firms in the United States. In addition, we provide a number of building services and industrial services. We specialize principally in providing construction services relating to electrical and mechanical systems in all types of non-residential and certain residential facilities and in providing various services relating to the operation, maintenance and management of facilities, including refineries and petrochemical plants.

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries and joint ventures. Significant intercompany accounts and transactions have been eliminated. All investments over which we exercise significant influence, but do not control (a 20% to 50% ownership interest), are accounted for using the equity method of accounting. Additionally, we participate in a joint venture with another company, and we have consolidated this joint venture as we have determined that through our participation we have a variable interest and are the primary beneficiary as defined by the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 810, “Consolidation”.

For joint ventures that have been accounted for using the consolidation method of accounting, noncontrolling interests represent the allocation of earnings to our joint venture partners who either have a minority-ownership interest in the joint venture or are not at risk for the majority of losses of the joint venture.

The results of operations of companies acquired have been included in the results of operations from the date of the respective acquisition.

Principles of Preparation

The preparation of the consolidated financial statements, in conformity with accounting principles generally accepted in the United States, requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

During the third quarter of 2014, we ceased construction operations in the United Kingdom. The results of the construction operations of our United Kingdom segment for all periods are presented as discontinued operations. The segment formally named the United Kingdom construction and building services segment has been renamed the United Kingdom building services segment.

Revenue Recognition

Revenues from long-term construction contracts are recognized on the percentage-of-completion method in accordance with ASC Topic 605-35, “Revenue Recognition-Construction-Type and Production-Type Contracts”. Percentage-of-completion is measured principally by the percentage of costs incurred to date for each contract to the estimated total costs for such contract at completion. Certain of our electrical contracting business units measure percentage-of-completion by the percentage of labor costs incurred to date for each contract to the estimated total labor costs for such contract. Pre-contract costs from our construction projects are generally expensed as incurred. Revenues from the performance of services for maintenance, repair and retrofit work are recognized consistent with the performance of the services, which are generally on a pro-rata basis over the life of the contractual arrangement. Expenses related to all services arrangements are recognized as incurred. Revenues related to the engineering, manufacturing and repairing of shell and tube heat exchangers are recognized when the product is shipped and all other revenue recognition criteria have been met. Costs related to this work are included in inventory until the product is shipped. In the case of customer change orders for uncompleted long-term construction contracts, estimated recoveries are included for work performed in forecasting ultimate profitability on certain contracts. Due to uncertainties inherent in the estimation process, it is possible that completion costs, including those arising from contract penalty provisions and final contract settlements, will be revised in the near-term. Such revisions to costs and income are recognized in the period in which the revisions are determined. Provisions for the entirety of estimated losses on uncompleted contracts are made in the period in which such losses are determined. During 2016, we incurred $19.4 million of losses on a transportation project within the United States electrical construction and facilities services segment as a result of productivity issues attributable to unfavorable job-site conditions. In addition, within the United

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

States mechanical construction and facilities services segment, we incurred $18.3 million of losses on a project at a process facility as a result of a contract dispute with our customer and $9.6 million of losses on an institutional project due to project delays and unfavorable job-site conditions. There were no significant losses recognized in 2015.

Costs and estimated earnings on uncompleted contracts

Costs and estimated earnings in excess of billings on uncompleted contracts arise in the consolidated balance sheets when revenues have been recognized but the amounts cannot be billed under the terms of the contracts. Such amounts are recoverable from customers upon various measures of performance, including achievement of certain milestones, completion of specified units, or completion of a contract. Also included in costs and estimated earnings on uncompleted contracts are amounts we seek or will seek to collect from customers or others for errors or changes in contract specifications or design, contract change orders in dispute or unapproved as to both scope and/or price or other customer-related causes of unanticipated additional contract costs (claims and unapproved change orders). Such amounts are recorded at estimated net realizable value when realization is probable and can be reasonably estimated. No profit is recognized on construction costs incurred in connection with claim amounts. Claims and unapproved change orders made by us involve negotiation and, in certain cases, litigation. In the event litigation costs are incurred by us in connection with claims or unapproved change orders, such litigation costs are expensed as incurred, although we may seek to recover these costs. We believe that we have established legal bases for pursuing recovery of our recorded unapproved change orders and claims, and it is management’s intention to pursue and litigate such claims, if necessary, until a determination or settlement is reached. Unapproved change orders and claims also involve the use of estimates, and it is reasonably possible that revisions to the estimated recoverable amounts of recorded claims and unapproved change orders may be made in the near term. If we do not successfully resolve these matters, a net expense (recorded as a reduction in revenues) may be required, in addition to amounts that may have been previously provided for. We record the profit associated with the settlement of claims upon receipt of final payment. During 2015, we recognized revenues of $12.1 million as a result of the settlement of a claim within our United States mechanical construction and facilities services segment, which represented the partial recovery of cost on a project in which we incurred significant losses in a prior year. There were no significant settlements or payments of claims in 2016. Claims against us are recognized when a loss is considered probable and amounts are reasonably determinable.

Costs and estimated earnings on uncompleted contracts and related amounts billed as of December 31, 2016 and 2015 were as follows (in thousands):

	2016				2015
Costs incurred on uncompleted contracts	$	7,223,436			$	7,582,108
Estimated earnings, thereon	827,799				862,987
	8,051,235				8,445,095
Less: billings to date	8,409,780				8,756,596
	$	(358,545	)		$	(311,501	)

Such amounts were included in the accompanying Consolidated Balance Sheets at December 31, 2016 and 2015 under the following captions (in thousands):

	2016				2015
Costs and estimated earnings in excess of billings on uncompleted contracts	$	130,697			$	117,734
Billings in excess of costs and estimated earnings on uncompleted contracts	(489,242		)		(429,235		)
	$	(358,545	)		$	(311,501	)

As of December 31, 2016 and 2015, costs and estimated earnings in excess of billings on uncompleted contracts included unbilled revenues for unapproved change orders of approximately $21.6 million and $18.9 million, respectively, and claims of approximately $6.0 million and $0.9 million, respectively. In addition, accounts receivable as of December 31, 2016 and 2015 included claims of approximately $0.0 million and $0.3 million, respectively. There are contractually billed amounts and retention related to contracts with unapproved change orders and claims of $80.5 million and $52.0 million as of December 31, 2016 and 2015, respectively. For contracts in claim status, contractually billed amounts will generally not be paid by the customer to us until final resolution of related claims.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

Classification of Contract Amounts

In accordance with industry practice, we classify as current all assets and liabilities relating to the performance of long-term contracts. The term of our contracts ranges from one month to four years and, accordingly, collection or payment of amounts relating to these contracts may extend beyond one year. Accounts receivable at December 31, 2016 and 2015 included $222.6 million and $189.2 million, respectively, of retainage billed under terms of our contracts. We estimate that approximately 77% of this retainage will be collected during 2017. Accounts payable at December 31, 2016 and 2015 included $40.1 million and $34.6 million, respectively, of retainage withheld under terms of the contracts. We estimate that approximately 74% of this retainage will be paid during 2017.

Cash and cash equivalents

For purposes of the consolidated financial statements, we consider all highly liquid instruments with original maturities of three months or less to be cash equivalents. We maintain a centralized cash management system whereby our excess cash balances are invested in high quality, short-term money market instruments, which are considered cash equivalents. We have cash balances in certain of our domestic bank accounts that exceed federally insured limits.

Allowance for Doubtful Accounts

Accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts. This allowance is based upon the best estimate of the probable losses in existing accounts receivable. The Company determines the allowances based upon individual accounts when information indicates the customers may have an inability to meet their financial obligations, as well as historical collection and write-off experience. These amounts are re-evaluated and adjusted on a regular basis as additional information is received. Actual write-offs are charged against the allowance when collection efforts have been unsuccessful. At December 31, 2016 and 2015, our accounts receivable of $1,495.4 million and $1,359.9 million, respectively, included allowances for doubtful accounts of $12.3 million and $11.2 million, respectively. The provision for doubtful accounts during 2016, 2015 and 2014 amounted to approximately $6.2 million, $2.9 million and $2.9 million, respectively.

Inventories

Inventories are stated at the lower of cost or market. Cost is determined principally using the average cost method.

Property, plant and equipment

Property, plant and equipment is stated at cost. Depreciation, including amortization of assets under capital leases, is recorded principally using the straight-line method over estimated useful lives of 3 to 10 years for machinery and equipment, 3 to 7 years for vehicles, furniture and fixtures and computer hardware/software, and 25 years for buildings. Leasehold improvements are amortized over the shorter of the remaining life of the lease term or the expected service life of the improvement.

The carrying values of property, plant and equipment are reviewed for impairment whenever facts and circumstances indicate that the carrying amount may not be fully recoverable. In performing this review for recoverability, property, plant and equipment is assessed for possible impairment by comparing their carrying values to their undiscounted net pre-tax cash flows expected to result from the use of the asset. Impaired assets are written down to their fair values, generally determined based on their estimated future discounted cash flows. Based on the results of our testing for the years ended December 31, 2016, 2015 and 2014, no impairment of property, plant and equipment was recognized.

Goodwill and Identifiable Intangible Assets

Goodwill and other identifiable intangible assets with indefinite lives that are not being amortized, such as trade names, are tested at least annually for impairment (which we test each October 1, absent any impairment indicators) and are written down if impaired. Identifiable intangible assets with finite lives are amortized over their useful lives and are reviewed for impairment whenever facts and circumstances indicate that their carrying values may not be fully recoverable. See Note 8 - Goodwill and Identifiable Intangible Assets of the notes to consolidated financial statements for additional information.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

Insurance Liabilities

Our insurance liabilities are determined actuarially based on claims filed and an estimate of claims incurred but not yet reported. At December 31, 2016 and 2015, the estimated current portion of undiscounted insurance liabilities of $42.5 million and $29.9 million, respectively, were included in “Other accrued expenses and liabilities” in the accompanying Consolidated Balance Sheets. The estimated non-current portion of the undiscounted insurance liabilities included in “Other long-term obligations” at December 31, 2016 and 2015 were $167.9 million and $114.3 million, respectively. During 2016, the Company began reporting its insurance liabilities on a gross basis, resulting in the presentation of current anticipated insurance recoveries of $10.8 million included in “Prepaid expenses and other” and non-current anticipated insurance recoveries of $43.0 million included in “Other assets” in the accompanying Consolidated Balance Sheets. Prior to 2016, insurance liabilities were presented net of estimated insurance recoveries.

Foreign Operations

The financial statements and transactions of our foreign subsidiaries are maintained in their functional currency and translated into U.S. dollars in accordance with ASC Topic 830, “Foreign Currency Matters”. Translation adjustments have been recorded as “Accumulated other comprehensive loss”, a separate component of “Equity”.

Income Taxes

We account for income taxes in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). ASC 740 requires an asset and liability approach which requires the recognition of deferred income tax assets and deferred income tax liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Valuation allowances are established when necessary to reduce deferred income tax assets when it is more likely than not that a tax benefit will not be realized.

We account for uncertain tax positions in accordance with the provisions of ASC 740. We recognize accruals of interest related to unrecognized tax benefits as a component of the income tax provision.

Valuation of Share-Based Compensation Plans

We have various types of share-based compensation plans and programs, which are administered by our Board of Directors or its Compensation and Personnel Committee. See Note 13 - Share-Based Compensation Plans of the notes to consolidated financial statements for additional information regarding the share-based compensation plans and programs.

We account for share-based payments in accordance with the provisions of ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). ASC 718 requires that all share-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the statement of operations based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to share-based awards is recognized over the requisite service period, which is generally the vesting period. For shares subject to graded vesting, our policy is to apply the straight-line method in recognizing compensation expense. ASC 718 requires the benefits of tax deductions in excess of recognized compensation expense to be recognized in the Consolidated Statements of Operations when the underlying awards vest or are settled.

New Accounting Pronouncements

In January 2017, an accounting pronouncement was issued by the Financial Accounting Standards Board (“FASB”) to simplify the accounting for goodwill impairment. This guidance eliminates the requirement that an entity calculates the implied fair value of goodwill when measuring an impairment charge. Instead, an entity would record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. This pronouncement is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. The adoption is required to be applied on a prospective basis. We do not believe this guidance will have a material impact on our financial position and/or results of operations.

In March 2016, we adopted the accounting pronouncement issued by the FASB to update guidance on how companies account for certain aspects of share-based payments to employees. This pronouncement is effective for fiscal years beginning after December 15, 2016, and interim periods within those years, with early adoption permitted. This guidance requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled and changes the presentation of excess tax benefits on the statement of cash flows. We adopted these provisions on a prospective basis. In addition, this pronouncement

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)

changes guidance on: (a) accounting for forfeitures of share-based awards and (b) employers’ accounting for an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation. As a result of the adoption, we recorded an adjustment to retained earnings of $1.0 million to recognize net operating loss carryforwards, net of a valuation allowance, attributable to excess tax benefits on stock compensation that had not been previously recognized to additional paid in capital. The adoption of this pronouncement did not have a material impact on our financial position and/or results of operations.

In February 2016, an accounting pronouncement was issued by the FASB to replace existing lease accounting guidance. This pronouncement is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet for most leases. Expenses associated with leases will continue to be recognized in a manner similar to current accounting guidance. This pronouncement is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The adoption is required to be applied on a modified retrospective basis for each prior reporting period presented. We have not yet determined the effect that the adoption of this pronouncement may have on our financial position and/or results of operations.

On January 1, 2016, we adopted the accounting pronouncement issued by the FASB which eliminates the requirement that an acquirer in a business combination account for measurement-period adjustments retrospectively. Instead, an acquirer will recognize a measurement-period adjustment during the period in which it determines the amount of the adjustment. The adoption of this pronouncement did not have a material impact on our financial position and/or results of operations.

On January 1, 2016, we adopted the accounting pronouncement issued by the FASB to update the guidance related to the presentation of debt issuance costs. This guidance requires debt issuance costs, related to a recognized debt liability, be presented in the balance sheet as a direct deduction from the carrying amount of the related debt liability rather than being presented as an asset. We adopted this pronouncement on a retrospective basis, and the adoption did not have a material impact on our financial position and/or results of operations.

In November 2015, an accounting pronouncement was issued by the FASB to simplify the presentation of deferred income taxes within the balance sheet. This pronouncement eliminates the requirement that deferred tax assets and liabilities are presented as current or noncurrent based on the nature of the underlying assets and liabilities. Instead, the pronouncement requires all deferred tax assets and liabilities, including valuation allowances, be classified as noncurrent. This pronouncement is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. We intend to adopt this pronouncement on January 1, 2017, and the adoption will not have a material impact on our financial position and/or results of operations.

In May 2014, an accounting pronouncement was issued by the FASB to clarify existing guidance on revenue recognition. This guidance includes the required steps to achieve the core principle that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This pronouncement is effective for fiscal years and interim periods beginning after December 15, 2017, with early adoption permitted. The guidance permits the use of one of two retrospective transition methods. We currently anticipate adopting the standard on January 1, 2018 using the modified retrospective method. We have commenced a process to evaluate the impact of the new pronouncement on our contracts, including identifying potential differences that would result from applying the requirements of the new guidance. In 2016, we have made progress in reviewing our various types of revenue arrangements and expect to be substantially complete with such review in the second quarter of 2017. We have also started drafting accounting policies and evaluating the new disclosure requirements on our business processes, controls and systems. As a result of the review performed to date, we do not anticipate that the adoption will have a material impact on our financial position and/or results of operations, particularly as it relates to revenues generated from long-term construction, service maintenance, and time and materials contracts. However, our initial conclusion may change as we finalize our assessment. We are still evaluating the impact of the new standard on our shop services operations, which currently recognize revenue related to the engineering, manufacturing and repair of shell and tube heat exchangers when the product is shipped and all other revenue recognition criteria have been met. The adoption of the new standard may accelerate the timing of revenue recognition for such shop services if we determine control is transferred to our customers over time instead of at a point in time.

NOTE 3 - ACQUISITIONS OF BUSINESSES

On April 15, 2016, we completed the acquisition of Ardent Services, L.L.C. and Rabalais Constructors, LLC (collectively, “Ardent”). This acquisition has been included in our United States electrical construction and facilities services segment. Ardent provides electrical and instrumentation services to the energy infrastructure market in North America, and this acquisition further strengthens our position in electrical construction and services and broadens our capabilities across the industrial and energy

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 - ACQUISITIONS OF BUSINESSES - (Continued)

sectors, especially in the Gulf Coast, Midwest and Western regions of the United States. Under the terms of the transaction, we acquired 100% of Ardent’s equity interests for total consideration of $201.4 million. In connection with the acquisition of Ardent, we acquired working capital of $36.2 million and other net assets of $3.9 million and have preliminarily ascribed $119.8 million to goodwill and $41.5 million to identifiable intangible assets. Goodwill is calculated as the excess of the consideration transferred over the net assets acquired and represents the future economic benefits expected from this strategic acquisition. We expect that $99.7 million of the acquired goodwill will be deductible for tax purposes. The weighted average amortization period for the identifiable intangible assets is approximately 13.5 years. We have completed the final allocation of Ardent’s purchase price, except for certain tax matters.

On April 1, 2016, we acquired a company for an immaterial amount. This company provides mobile mechanical services within the Southeastern region of the United States, and its results have been included in our United States building services segment. The purchase price for this acquisition was finalized with an insignificant impact.

On October 19, 2015, October 13, 2015 and June 1, 2015, we acquired three companies, each for an immaterial amount. Two of the companies acquired primarily provide mechanical construction services, and their results of operations have been included in our United States mechanical construction and facilities services segment. The results of operations for the other company acquired have been included in our United States building services segment.

The acquisition of these businesses was accounted for by the acquisition method, and the prices paid for them have been allocated to their respective assets and liabilities, based upon the estimated fair values of their assets and liabilities at the dates of their respective acquisition.

NOTE 4 - DISPOSITION OF ASSETS

In January 2014, we sold a subsidiary reported in our United States building services segment. Proceeds from the sale totaled approximately $1.1 million. Included in net income for the year ended December 31, 2014 was a loss of $0.6 million from this sale, which is classified as a component of “Selling, general and administrative expenses” in the Consolidated Statements of Operations.

On July 22, 2014, we sold a building and land owned by one of our subsidiaries reported in the United States mechanical construction and facilities services segment. We recognized a gain of approximately $11.7 million on this transaction in the third quarter of 2014, which has been classified as a “Gain on sale of building” in the Consolidated Statements of Operations.

Due to a historical pattern of losses in the construction operations of our United Kingdom segment and our negative assessment of construction market conditions in the United Kingdom for the foreseeable future, we announced during the quarter ended June 30, 2013 our decision to withdraw from the construction market in the United Kingdom. During the third quarter of 2014, we ceased construction operations in the United Kingdom. The results of the construction operations of our United Kingdom segment for all periods are presented in the Consolidated Financial Statements as discontinued operations.

The results of the discontinued operation are as follows (in thousands):

	For the twelve months ended December 31,
	2016				2015				2014
Revenues	$	345			$	3,823			$	19,297
Loss from discontinued operation, net of income taxes	$	(3,142	)		$	(60	)		$	(4,690	)
Diluted loss per share from discontinued operation	$	(0.05	)		$	(0.00	)		$	(0.07	)

The loss from discontinued operations in 2016 was primarily due to legal costs related to the settlement of final contract balances and warranty costs incurred on construction projects completed in prior years.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - DISPOSITION OF ASSETS - (Continued)

Included in the Consolidated Balance Sheets at December 31, 2016 and December 31, 2015 are the following major classes of assets and liabilities associated with the discontinued operation (in thousands):

	December 31, 2016				December 31, 2015
Assets of discontinued operation:
Current assets	$	1,233			$	2,525
Liabilities of discontinued operation:
Current liabilities	$	4,036			$	4,407

At December 31, 2016, the assets and liabilities of the discontinued operation consisted of accounts receivable, contract retentions and contract warranty obligations that are expected to be collected or fulfilled in the ordinary course of business. Additionally at December 31, 2016, there remained $0.1 million of obligations related to employee severance, which are expected to be paid in 2017. The settlement of the remaining assets and liabilities may result in additional income and/or expenses. Such income and/or expenses are expected to be immaterial and will be reflected as discontinued operations as incurred.

NOTE 5 - EARNINGS PER SHARE

The following tables summarize our calculation of Basic and Diluted Earnings (Loss) per Common Share (“EPS”) for the years ended December 31, 2016, 2015 and 2014 (in thousands, except share and per share data):

	2016				2015				2014
Numerator:
Income from continuing operations attributable to EMCOR Group, Inc. common stockholders	$	185,077			$	172,346			$	173,354
Loss from discontinued operation, net of income taxes	(3,142		)		(60		)		(4,690		)
Net income attributable to EMCOR Group, Inc. common stockholders	$	181,935			$	172,286			$	168,664
Denominator:
Weighted average shares outstanding used to compute basic earnings (loss) per common share	60,769,808				62,789,120				66,331,886
Effect of dilutive securities—Share-based awards	436,984				518,392				730,623
Shares used to compute diluted earnings (loss) per common share	61,206,792				63,307,512				67,062,509
Basic earnings (loss) per common share:
From continuing operations attributable to EMCOR Group, Inc. common stockholders	$	3.05			$	2.74			$	2.61
From discontinued operation	(0.05		)		(0.00		)		(0.07		)
Net income attributable to EMCOR Group, Inc. common stockholders	$	3.00			$	2.74			$	2.54
Diluted earnings (loss) per common share:
From continuing operations attributable to EMCOR Group, Inc. common stockholders	$	3.02			$	2.72			$	2.59
From discontinued operation	(0.05		)		(0.00		)		(0.07		)
Net income attributable to EMCOR Group, Inc. common stockholders	$	2.97			$	2.72			$	2.52

The number of outstanding share-based awards that were excluded from the computation of diluted EPS for the year ended December 31, 2016 because they would be anti-dilutive were 3,800. There were no anti-dilutive share-based awards for the years ended December 31, 2015 and 2014.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - INVENTORIES

Inventories as of December 31, 2016 and 2015 consist of the following amounts (in thousands):

	2016				2015
Raw materials and construction materials	$	21,997			$	23,239
Work in process	15,429				14,306
	$	37,426			$	37,545

NOTE 7 - PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment in the accompanying Consolidated Balance Sheets consisted of the following amounts as of December 31, 2016 and 2015 (in thousands):

	2016				2015
Machinery and equipment	$	133,455			$	123,211
Vehicles	54,165				51,673
Furniture and fixtures	21,513				20,730
Computer hardware/software	87,416				95,993
Land, buildings and leasehold improvements	90,215				88,877
Construction in progress	7,544				5,688
	394,308				386,172
Accumulated depreciation and amortization	(266,357		)		(264,154		)
	$	127,951			$	122,018

Depreciation and amortization expense related to property, plant and equipment, including capital leases, was $38.9 million, $36.3 million and $36.5 million for the years ended December 31, 2016, 2015 and 2014, respectively.

NOTE 8 - GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS

Goodwill at December 31, 2016 and 2015 was approximately $979.6 million and $843.2 million, respectively, and reflects the excess of cost over fair market value of net identifiable assets of companies acquired. Goodwill attributable to companies acquired in 2016 and 2015 has been valued at $135.9 million and $9.6 million, respectively. ASC Topic 805, “Business Combinations” (“ASC 805”) requires that all business combinations be accounted for using the acquisition method and that certain identifiable intangible assets acquired in a business combination be recognized as assets apart from goodwill. ASC Topic 350, “Intangibles-Goodwill and Other” (“ASC 350”) requires goodwill and other identifiable intangible assets with indefinite useful lives not be amortized, such as trade names, but instead tested at least annually for impairment (which we test each October 1, absent any impairment indicators) and be written down if impaired. ASC 350 requires that goodwill be allocated to its respective reporting unit and that identifiable intangible assets with finite lives be amortized over their useful lives. As of December 31, 2016, approximately 39.3% of our goodwill related to our United States industrial services segment, approximately 25.0% of our goodwill related to our United States building services segment, approximately 23.1% of our goodwill related to our United States mechanical construction and facilities services segment and approximately 12.6% of our goodwill related to our United States electrical construction and facilities services segment.

We test for impairment of goodwill at the reporting unit level. Our reporting units are consistent with the reportable segments identified in Note 17, “Segment Information”, of the notes to consolidated financial statements. In assessing whether our goodwill is impaired, we utilize the two-step process as prescribed by ASC 350. The first step of this test compares the fair value of the reporting unit, determined based upon discounted estimated future cash flows, to the carrying amount, including goodwill. If the fair value exceeds the carrying amount, no further analysis is required and no impairment loss is recognized. If the carrying amount of the reporting unit exceeds the fair value, the goodwill of the reporting unit is potentially impaired and step two of the goodwill impairment test would need to be performed to measure the amount of an impairment loss, if any. In the second step, the impairment is computed by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of the goodwill. If the carrying amount of the reporting unit’s goodwill is greater than the implied fair value of its goodwill, an impairment loss in the

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS - (Continued)

amount of the excess is recognized and charged to operations. The weighted average cost of capital used in our annual testing for impairment as of October 1, 2016 was 11.4%, 11.0% and 11.5% for our domestic construction segments, our United States building services segment and our United States industrial services segment, respectively. The perpetual growth rate used for our annual testing was 2.7% for all of our domestic segments. Unfavorable changes in these key assumptions may affect future testing results and cause us to fail step one of the goodwill impairment testing process. For example, keeping all other assumptions constant, a 50 basis point increase in the weighted average costs of capital would cause the estimated fair value of our United States industrial services segment to approach its carrying value. A 50 basis point increase in the weighted average costs of capital would not significantly reduce the excess of the estimated fair value compared to the carrying value for any of our other domestic segments. In addition, keeping all other assumptions constant, a 50 basis point reduction in the perpetual growth rate would not significantly reduce the excess of the estimated fair value compared to the carrying value for any of our domestic segments. For the years ended December 31, 2016, 2015 and 2014, no impairment of our goodwill was recognized.

We also test for the impairment of trade names that are not subject to amortization by calculating the fair value of such trade names using the “relief from royalty payments” methodology. This approach involves two steps: (a) estimating reasonable royalty rates for each trade name and (b) applying these royalty rates to a net revenue stream and discounting the resulting cash flows to determine fair value. This fair value is then compared with the carrying value of each trade name. If the carrying amount of the trade name is greater than the implied fair value of the trade name, an impairment in the amount of the excess is recognized and charged to operations. The annual impairment review of our trade names for the years ended December 31, 2016 and 2014 resulted in $2.4 million and $1.5 million, respectively, of non-cash impairment charges as a result of a change in the fair value of subsidiary trade names associated with certain prior acquisitions reported within our United States mechanical construction and facilities services segment and our United States building services segment. For the year ended December 31, 2015, no impairment of our trade names was recognized.

In addition, we review for the impairment of other identifiable intangible assets that are being amortized whenever facts and circumstances indicate that their carrying values may not be fully recoverable. This test compares their carrying values to the undiscounted pre-tax cash flows expected to result from the use of the assets. If the assets are impaired, the assets are written down to their fair values, generally determined based on their future discounted cash flows. For the years ended December 31, 2016, 2015 and 2014, no impairment of our other identifiable intangible assets was recognized.

Our development of the present value of future cash flow projections used in impairment testing is based upon assumptions and estimates by management from a review of our operating results, business plans, anticipated growth rates and margins and weighted average cost of capital, among others. Those assumptions and estimates can change in future periods, and other factors used in assessing fair value are outside the control of management, such as interest rates. There can be no assurances that our estimates and assumptions made for purposes of our goodwill and identifiable intangible asset impairment testing will prove to be accurate predictions of the future. If our assumptions regarding future business performance plans or anticipated growth rates and/or margins are not achieved, or there is a rise in interest rates, we may be required to record goodwill and/or identifiable intangible asset impairment charges in future periods. It is not possible at this time to determine if any such future impairment charge would result or, if it does, whether such a charge would be material.

The changes in the carrying amount of goodwill by reportable segments during the years ended December 31, 2016 and 2015 were as follows (in thousands):

	United States electrical construction and facilities services segment				United States mechanical construction and facilities services segment				United States building services segment				United States industrial services segment				Total
Balance at December 31, 2014	$	3,823			$	217,255			$	228,385			$	384,639			$	834,102
Acquisitions, sales and purchase price adjustments	—				8,816				252				—				9,068
Balance at December 31, 2015	3,823				226,071				228,637				384,639				843,170
Acquisitions, sales and purchase price adjustments	119,777				525				16,156				—				136,458
Balance at December 31, 2016	$	123,600			$	226,596			$	244,793			$	384,639			$	979,628

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS - (Continued)

The aggregate goodwill balance as of December 31, 2014 included $210.6 million of accumulated impairment charges, which were comprised of $139.5 million within the United States building services segment and $71.1 million within the United States industrial services segment.

Identifiable intangible assets as of December 31, 2016 and 2015 consist of the following (in thousands):

	December 31, 2016
	Gross Carrying Amount				Accumulated Amortization				Accumulated Impairment Charge				Total
Contract backlog	$	48,645			$	(48,412	)		$	—			$	233
Developed technology/Vendor network	95,661				(45,616		)		—				50,045
Customer relationships	466,556				(173,156		)		(4,834		)		288,566
Non-competition agreements	10,220				(10,041		)		—				179
Trade names (amortized)	32,848				(15,847		)		—				17,001
Trade names (unamortized)	183,239				—				(51,865		)		131,374
Total	$	837,169			$	(293,072	)		$	(56,699	)		$	487,398

	December 31, 2015
	Gross Carrying Amount				Accumulated Amortization				Accumulated Impairment Charge				Total
Contract backlog	$	47,745			$	(47,745	)		$	—			$	—
Developed technology/Vendor network	95,661				(40,482		)		—				55,179
Customer relationships	430,356				(141,695		)		(4,834		)		283,827
Non-competition agreements	10,220				(9,832		)		—				388
Trade names (amortized)	21,248				(12,410		)		—				8,838
Trade names (unamortized)	174,039				—				(49,437		)		124,602
Total	$	779,269			$	(252,164	)		$	(54,271	)		$	472,834

Identifiable intangible assets attributable to companies acquired in 2016 and 2015 have been valued at $57.9 million and $8.7 million, respectively. See Note 3 - Acquisitions of Businesses of the notes to consolidated financial statements for additional information. The identifiable intangible amounts are amortized on a straight-line basis, as it approximates the pattern in which the economic benefits of the identifiable intangible assets are consumed. The weighted average amortization periods for the unamortized balances remaining are, in the aggregate, approximately 10.5 years, which are comprised of the following: 10.5 years for developed technology/vendor network, 10.25 years for customer relationships, 1.25 years for non-competition agreements and 10.5 years for trade names.

Amortization expense related to identifiable intangible assets with finite lives was $40.9 million, $37.9 million and $38.0 million for the years ended December 31, 2016, 2015 and 2014, respectively. The following table presents the estimated future amortization expense of identifiable intangible assets in the following years (in thousands):

2017	$	39,210
2018	36,808
2019	34,826
2020	34,645
2021	33,851
Thereafter	176,684
	$	356,024

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - DEBT

Credit Agreement

Until August 3, 2016, we had a credit agreement dated as of November 25, 2013 (as amended, the “2013 Credit Agreement”), which provided for a revolving credit facility of $750.0 million (the “2013 Revolving Credit Facility”) and a term loan of $350.0 million (the “2013 Term Loan”). On August 3, 2016, we amended and restated the 2013 Credit Agreement to provide for a $900.0 million revolving credit facility (the “2016 Revolving Credit Facility”) and a $400.0 million term loan (the “2016 Term Loan”) (collectively referred to as the “2016 Credit Agreement”) expiring August 3, 2021. The proceeds of the 2016 Term Loan were used to repay amounts drawn under the 2013 Term Loan, as well as a portion of the outstanding balance under the 2013 Revolving Credit Facility. We may increase the 2016 Revolving Credit Facility to $1.3 billion if additional lenders are identified and/or existing lenders are willing to increase their current commitments. We may allocate up to $300.0 million of available capacity under the 2016 Revolving Credit Facility to letters of credit for our account or for the account of any of our subsidiaries. Obligations under the 2016 Credit Agreement are guaranteed by most of our direct and indirect subsidiaries and are secured by substantially all of our assets and most of the assets of most of our subsidiaries. The 2016 Credit Agreement contains various covenants providing for, among other things, maintenance of certain financial ratios and certain limitations on payment of dividends, common stock repurchases, investments, acquisitions, indebtedness and capital expenditures. We were in compliance with all such covenants as of December 31, 2016 with respect to the 2016 Credit Agreement, and as of December 31, 2015 with respect to the 2013 Credit Agreement. A commitment fee is payable on the average daily unused amount of the 2016 Revolving Credit Facility, which ranges from 0.15% to 0.30%, based on certain financial tests. The fee was 0.20% of the unused amount as of December 31, 2016. Borrowings under the 2016 Credit Agreement bear interest at (1) a base rate plus a margin of 0.00% to 0.75%, based on certain financial tests, or (2) United States dollar LIBOR (0.76% at December 31, 2016) plus 1.00% to 1.75%, based on certain financial tests. The base rate is determined by the greater of (a) the prime commercial lending rate announced by Bank of Montreal from time to time (3.75% at December 31, 2016), (b) the federal funds effective rate, plus ½ of 1.00%, (c) the daily one month LIBOR rate, plus 1.00%, or (d) 0.00%.The interest rate in effect at December 31, 2016 was 2.01%. Fees for letters of credit issued under the 2016 Revolving Credit Facility range from 1.00% to 1.75% of the respective face amounts of outstanding letters of credit and are computed based on certain financial tests. We capitalized an additional $3.0 million of debt issuance costs associated with the 2016 Credit Agreement. Debt issuance costs are amortized over the life of the agreement and are included as part of interest expense. In connection with the amendment and restatement of the 2013 Credit Agreement, $0.1 million attributable to the acceleration of expense for debt issuance costs in connection with the 2013 Credit Agreement was recorded as part of interest expense during the third quarter of 2016. The 2016 Term Loan required us to make principal payments of $5.0 million on the last day of March, June, September and December of each year, commencing with the calendar quarter ended December 31, 2016. On December 30, 2016, we made a payment of $100.0 million, of which $5.0 million represented our required quarterly payment and $95.0 million represented a prepayment of outstanding principal. Such prepayment was applied against the remaining mandatory quarterly payments on a ratable basis. As a result, commencing with the calendar quarter ending March 31, 2017, our required quarterly payment has been reduced to $3.8 million. All unpaid principal and interest is due on August 3, 2021. As of December 31, 2016 and December 31, 2015, the balance of the 2016 Term Loan and the 2013 Term Loan was $300.0 million and $315.0 million, respectively. As of December 31, 2016 and December 31, 2015, we had approximately $91.9 million and $99.0 million of letters of credit outstanding, respectively. There were $125.0 million in borrowings outstanding under the 2016 Revolving Credit Facility as of December 31, 2016. There were no borrowings outstanding under the 2013 Revolving Credit Facility as of December 31, 2015.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - DEBT - (Continued)

Long-term debt in the accompanying Consolidated Balance Sheets consisted of the following amounts as of December 31, 2016 and 2015 (in thousands):

	2016				2015
Revolving credit facility	$	125,000			$	—
Term loan, interest payable at varying amounts through 2021	300,000				315,000
Unamortized debt issuance costs	(5,437		)		(3,813		)
Capitalized lease obligations, at weighted average interest rates from 2.5% to 5.0% payable in varying amounts through 2021	3,732				3,869
Other, payable through 2019	31				44
	423,326				315,100
Less: current maturities	15,030				17,541
	$	408,296			$	297,559

Capitalized Lease Obligations

See Note 15 - Commitments and Contingencies of the notes to consolidated financial statements for additional information.

NOTE 10 - FAIR VALUE MEASUREMENTS

We use a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy, which gives the highest priority to quoted prices in active markets, is comprised of the following three levels:

Level 1 – Unadjusted quoted market prices in active markets for identical assets and liabilities.

Level 2 – Observable inputs, other than Level 1 inputs. Level 2 inputs would typically include quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly.

Level 3 – Prices or valuations that require inputs that are both significant to the measurement and unobservable.

The following tables provide the assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2016 and December 31, 2015 (in thousands):

	Assets at Fair Value as of December 31, 2016
Asset Category	Level 1				Level 2				Level 3				Total
Cash and cash equivalents (1)	$	464,617			$	—			$	—			$	464,617
Restricted cash (2)	2,043				—				—				2,043
Deferred compensation plan assets (3)	12,153				—				—				12,153
Total	$	478,813			$	—			$	—			$	478,813

	Assets at Fair Value as of December 31, 2015
Asset Category	Level 1				Level 2				Level 3				Total
Cash and cash equivalents (1)	$	486,831			$	—			$	—			$	486,831
Restricted cash (2)	4,232				—				—				4,232
Deferred compensation plan assets (3)	7,497				—				—				7,497
Total	$	498,560			$	—			$	—			$	498,560

---

(1)	Cash and cash equivalents consist primarily of money market funds with original maturity dates of three months or less, which are Level 1 assets. At December 31, 2016 and 2015, we had $154.6 million and $151.4 million, respectively, in money market funds.

(2)	Restricted cash is classified as “Prepaid expenses and other” in the Consolidated Balance Sheets.

(3)	Deferred compensation plan assets are classified as “Other assets” in the Consolidated Balance Sheets.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - FAIR VALUE MEASUREMENTS - (Continued)

We believe that the carrying values of our financial instruments, which include accounts receivable and other financing commitments, approximate their fair values due primarily to their short-term maturities and low risk of counterparty default. The carrying value of our debt associated with the 2016 Credit Agreement approximates its fair value due to the variable rate on such debt.

NOTE 11 - INCOME TAXES

Our 2016 income tax provision from continuing operations was $111.2 million compared to $106.3 million for 2015 and $103.5 million for 2014. The actual income tax rates on income from continuing operations before income taxes, less amounts attributable to noncontrolling interests, for the years ended December 31, 2016, 2015 and 2014, were 37.5%, 38.1% and 37.4%, respectively. The increase in the 2016 income tax provision compared to 2015 was predominantly due to the effect of increased income before income taxes and certain increases in the state tax provision attributable to the mix of earnings. The increase in the 2015 income tax provision compared to 2014 was predominantly due to certain increases in the state tax provision attributable to the mix of earnings and the effect of a change in the United Kingdom statutory tax rate on deferred tax assets.

As of December 31, 2016 and 2015, the amount of unrecognized income tax benefits was $4.0 million and $4.8 million, respectively (of which $2.2 million and $3.0 million, if recognized, would favorably affect our effective income tax rate, respectively).

As of December 31, 2016 and 2015, we had an accrual of $0.5 million and $0.4 million for the payment of interest related to unrecognized income tax benefits included in the Consolidated Balance Sheets, respectively. During each of the years ended December 31, 2016 and 2015, we recognized approximately $0.1 million in interest expense related to our unrecognized income tax benefits. In addition, we reversed less than $0.1 million and $0.1 million of accrued interest expense related to our unrecognized income tax benefits for the years ended December 31, 2016 and 2015, respectively. As of December 31, 2016 and 2015, we had total income tax reserves included in “Other long-term liabilities” of $4.5 million and $5.2 million, respectively. We record interest expense on unrecognized tax benefits in income tax expense.

A reconciliation of unrecognized income tax benefits at the beginning and at the end of the year is as follows (in thousands):

	2016				2015
Balance at beginning of year	$	4,761			$	5,203
Additions based on tax positions related to the current year	1,415				611
Additions based on tax positions related to prior years	—				—
Reductions for tax positions of prior years	(1,360		)		(1,053		)
Reductions for expired statute of limitations	(834		)		—
Balance at end of year	$	3,982			$	4,761

It is reasonably possible that approximately $3.3 million of unrecognized income tax benefits at December 31, 2016, primarily relating to uncertain tax positions attributable to tax return filing positions, may decrease in the next twelve months as a result of anticipated settlements with taxing authorities and the expiration of applicable statutes of limitations.

We file income tax returns with the Internal Revenue Service and various state, local and foreign tax agencies. The Company is currently under examination by the Internal Revenue Service and various state taxing authorities for the years 2008 through 2015.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - INCOME TAXES - (Continued)

The income tax provision in the accompanying Consolidated Statements of Operations for the years ended December 31, 2016, 2015 and 2014 consisted of the following (in thousands):

	2016				2015				2014
Current:
Federal provision	$	95,171			$	94,405			$	80,852
State and local provisions	23,387				21,320				14,532
Foreign provision	749				831				2,396
	119,307				116,556				97,780
Deferred	(8,108		)		(10,300		)		5,748
	$	111,199			$	106,256			$	103,528

Factors accounting for the variation from U.S. statutory income tax rates from continuing operations for the years ended December 31, 2016, 2015 and 2014 were as follows (in thousands):

	2016				2015				2014
Federal income taxes at the statutory rate	$	103,773			$	97,588			$	98,576
Noncontrolling interests	(76		)		(77		)		(1,667		)
State and local income taxes, net of federal tax benefits	14,801				12,590				9,944
State tax reserves	74				62				(38		)
Permanent differences	3,698				3,096				2,961
Domestic manufacturing deduction	(6,830		)		(6,604		)		(5,008		)
Excess tax benefit from share-based compensation	(2,114		)		—				—
Foreign income taxes (including UK statutory rate changes)	(1,290		)		(361		)		(1,237		)
Federal tax reserves	(893		)		14				62
Other	56				(52		)		(65		)
	$	111,199			$	106,256			$	103,528

The deferred income tax assets and deferred income tax liabilities recorded for the years ended December 31, 2016 and 2015 were as follows (in thousands):

	2016				2015
Deferred income tax assets:
Excess of amounts expensed for financial statement purposes over amounts deducted for income tax purposes:
Insurance liabilities	$	62,473			$	58,582
Pension liability	8,950				6,255
Deferred compensation	35,649				28,033
Other (including liabilities and reserves)	32,350				28,562
Total deferred income tax assets	139,422				121,432
Valuation allowance for deferred tax assets	(3,531		)		(805		)
Net deferred income tax assets	135,891				120,627
Deferred income tax liabilities:
Costs capitalized for financial statement purposes and deducted for income tax purposes:
Goodwill and identifiable intangible assets	(229,347		)		(218,715		)
Depreciation of property, plant and equipment	(18,145		)		(17,211		)
Other	(5,761		)		(5,299		)
Total deferred income tax liabilities	(253,253		)		(241,225		)
Net deferred income tax liabilities	$	(117,362	)		$	(120,598	)

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 11 - INCOME TAXES - (Continued)

The components of the net deferred income tax liabilities in the accompanying Consolidated Balance Sheets are included in “Prepaid expenses and other” of $41.7 million and $36.0 million, “Other assets” of $12.9 million and $11.3 million, and “Other long-term obligations” of $172.0 million and $167.9 million, at December 31, 2016 and December 31, 2015, respectively.

We file a consolidated federal income tax return including all of our U.S. subsidiaries. As of December 31, 2016 and 2015, the total valuation allowance on net deferred income tax assets was approximately $3.5 million and $0.8 million, respectively, related to state and local net operating losses. The reason for the net increase in the valuation allowance for 2016 was related to the uncertainty of projected future earnings required to realize the benefit of net operating loss carryforwards for certain subsidiaries. Although realization is not assured, we believe it is more likely than not that the deferred income tax asset, net of the valuation allowance discussed above, will be realized. The amount of the deferred income tax asset considered realizable, however, could be reduced if estimates of future income are reduced.

At December 31, 2016, we had trading losses for United Kingdom income tax purposes of approximately $17.9 million, which have no expiration date. Such losses are subject to review by the United Kingdom taxing authority. Realization of the deferred income tax assets is dependent on our generating sufficient taxable income. We believe that the deferred income tax assets will be realized through projected future income.

Income before income taxes from continuing operations for the years ended December 31, 2016, 2015 and 2014 consisted of the following (in thousands):

	2016				2015				2014
United States	$	283,904			$	264,867			$	265,529
Foreign	12,590				13,956				16,116
	$	296,494			$	278,823			$	281,645

As of December 31, 2016, we had undistributed foreign earnings from our United Kingdom subsidiary of approximately $28.1 million for which we have not recorded a deferred tax liability, as a significant portion of such earnings were subject to tax in prior periods and the earnings which have not been subject to income taxes in prior periods are indefinitely reinvested. As of December 31, 2016, the amount of cash held in the United Kingdom was approximately $30.2 million which, if repatriated, should not result in any federal or state income taxes. As of December 31, 2016, we had undistributed foreign earnings from our Puerto Rico subsidiary of approximately $1.4 million for which we have not recorded a deferred tax liability as such earnings are indefinitely reinvested. As of December 31, 2016, the amount of cash held in Puerto Rico was approximately $3.0 million which, if repatriated, may result in federal and state income taxes of approximately $0.5 million.

NOTE 12 - COMMON STOCK

As of December 31, 2016 and December 31, 2015, there were 59,946,984 and 61,067,868 shares of our common stock outstanding, respectively.

We have paid quarterly dividends since October 25, 2011. We currently pay a regular quarterly dividend of $0.08 per share.

On September 26, 2011, our Board of Directors authorized us to repurchase up to $100.0 million of our outstanding common stock. On December 5, 2013, October 23, 2014 and October 28, 2015, our Board of Directors authorized us to repurchase up to an additional $100.0 million, $250.0 million and $200.0 million of our outstanding common stock, respectively. During 2016, we repurchased approximately 1.5 million shares of our common stock for approximately $88.6 million. Since the inception of the repurchase programs through December 31, 2016, we have repurchased 11.4 million shares of our common stock for approximately $484.4 million. As of December 31, 2016, there remained authorization for us to repurchase approximately $165.6 million of our shares. The repurchase programs do not obligate the Company to acquire any particular amount of common stock and may be suspended, recommenced or discontinued at any time or from time to time without prior notice. We may repurchase our shares from time to time to the extent permitted by securities laws and other legal requirements, including provisions in our credit agreement placing limitations on such repurchases. The repurchase programs have been and will be funded from our operations.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 - SHARE-BASED COMPENSATION PLANS

We have an incentive plan under which stock options, stock awards, stock units and other share-based compensation may be granted to officers, non-employee directors and key employees of the Company. Under the terms of this plan, 3,250,000 shares were authorized, and 1,658,295 shares are available for grant or issuance as of December 31, 2016. Any issuances under this plan are valued at the fair market value of the common stock on the grant date. The vesting and expiration of any stock option grants and the vesting schedule of any stock awards or stock units are determined by the Compensation and Personnel Committee of our Board of Directors at the time of the grant. Forfeitures are recognized as they occur. Additionally, we have outstanding stock options that were issued under other plans, and no further grants may be made under those plans.

The following table summarizes activity regarding our stock options and awards of shares and stock units since December 31, 2013:

Stock Options									Restricted Stock Units
		Shares			Weighted Average Price						Shares			Weighted Average Price
Balance, December 31, 2013		1,310,697			$	18.12			Balance, December 31, 2013		610,803			$	31.17
Granted		—			—				Granted		176,418			$	43.06
Expired		—			—				Forfeited		(500	)		$	43.76
Exercised		(743,923	)		$	13.52			Vested		(152,423	)		$	32.46
Balance, December 31, 2014		566,774			$	24.15			Balance, December 31, 2014		634,298			$	34.16
Granted		—			—				Granted		241,274			$	45.23
Expired		(30,000	)		$	12.09			Forfeited		(3,587	)		$	29.56
Exercised		(230,048	)		$	26.71			Vested		(266,497	)		$	32.17
Balance, December 31, 2015		306,726			$	23.42			Balance, December 31, 2015		605,488			$	39.47
Granted		—			—				Granted		191,936			$	46.86
Expired		—			—				Forfeited		(965	)		$	43.13
Exercised		(163,726	)		$	23.73			Vested		(304,171	)		$	35.29
Balance, December 31, 2016		143,000			$	23.06			Balance, December 31, 2016		492,288			$	44.93

We recognized $8.9 million, $8.8 million and $8.1 million of compensation expense for stock units awarded to non-employee directors and employees pursuant to incentive plans for the years ended December 31, 2016, 2015 and 2014, respectively. We have $6.3 million of compensation expense, net of income taxes, which will be recognized over the remaining vesting periods of up to approximately three years. In addition, an aggregate of 92,877 restricted stock units granted to employees and non-employee directors vested as of December 31, 2016, but issuance has been deferred up to five years or upon retirement.

All outstanding stock options were fully vested; therefore, no compensation expense was recognized for the years ended December 31, 2016, 2015 and 2014.

As a result of stock option exercises, $0.7 million, $3.8 million and $6.9 million of proceeds were received during the years ended December 31, 2016, 2015 and 2014, respectively. The income tax benefit derived in 2016, 2015 and 2014 as a result of such exercises and share-based compensation was $6.2 million, $1.6 million and $8.6 million, respectively, of which $2.5 million , $1.7 million and $8.3 million, respectively, represented excess tax benefits. The total intrinsic value of options (the amounts by which the stock price exceeded the exercise price of the option on the date of exercise) that were exercised during 2016, 2015 and 2014 was $4.6 million, $4.6 million and $23.5 million, respectively.

At December 31, 2016, 2015 and 2014, 143,000 options, 306,726 options and 566,774 options were exercisable, respectively. The weighted average exercise price of exercisable options at December 31, 2016, 2015 and 2014 was approximately $23.06, $23.42 and $24.15, respectively. The total aggregate intrinsic value of options outstanding and exercisable as of December 31, 2016, 2015 and 2014 were approximately $6.8 million, $7.6 million and $11.5 million, respectively.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 - SHARE-BASED COMPENSATION PLANS - (Continued)

The following table summarizes information about our outstanding stock options as of December 31, 2016:

Stock Options Outstanding and Exercisable
Range of Exercise Prices		Number		Weighted Average Remaining Life		Weighted Average Exercise Price
$20.42 - $24.48		143,000		2.40 Years		$23.06

We have an employee stock purchase plan. Under the terms of this plan, the maximum number of shares of our common stock that may be purchased is 3,000,000 shares. Generally, our corporate employees and non-union employees of our United States subsidiaries are eligible to participate in this plan. Employees covered by collective bargaining agreements generally are not eligible to participate in this plan.

NOTE 14 - RETIREMENT PLANS

Defined Benefit Plans

Our United Kingdom subsidiary has a defined benefit pension plan covering all eligible employees (the “UK Plan”); however, no individual joining the company after October 31, 2001 may participate in the plan. On May 31, 2010, we curtailed the future accrual of benefits for active employees under this plan.

We account for our UK Plan and other defined benefit plans in accordance with ASC 715, “Compensation-Retirement Benefits” (“ASC 715”). ASC 715 requires that (a) the funded status, which is measured as the difference between the fair value of plan assets and the projected benefit obligations, be recorded in our balance sheet with a corresponding adjustment to accumulated other comprehensive income (loss) and (b) gains and losses for the differences between actuarial assumptions and actual results, and unrecognized service costs, be recognized through accumulated other comprehensive income (loss). These amounts will be subsequently recognized as net periodic pension cost.

The change in benefit obligations and assets of the UK Plan for the years ended December 31, 2016 and 2015 consisted of the following components (in thousands):

	2016				2015
Change in pension benefit obligation
Benefit obligation at beginning of year	$	295,825			$	332,806
Interest cost	10,320				11,603
Actuarial loss (gain)	67,329				(21,707		)
Benefits paid	(12,044		)		(9,604		)
Foreign currency exchange rate changes	(54,699		)		(17,273		)
Benefit obligation at end of year	306,731				295,825
Change in pension plan assets
Fair value of plan assets at beginning of year	263,555				282,095
Actual return on plan assets	47,728				569
Employer contributions	4,906				5,631
Benefits paid	(12,044		)		(9,604		)
Foreign currency exchange rate changes	(46,909		)		(15,136		)
Fair value of plan assets at end of year	257,236				263,555
Funded status at end of year	$	(49,495	)		$	(32,270	)

The actuarial loss in 2016 and actuarial gain in 2015 resulted from fluctuations in corporate bond yields leading to changes in the discount rate assumptions as disclosed below.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 - RETIREMENT PLANS - (Continued)

Amounts not yet reflected in net periodic pension cost and included in accumulated other comprehensive loss:

	2016				2015
Unrecognized losses	$	102,943			$	88,818

The underfunded status of the UK Plan of $49.5 million and $32.3 million at December 31, 2016 and 2015, respectively, is included in “Other long-term obligations” in the accompanying Consolidated Balance Sheets. No plan assets are expected to be returned to us during the year ending December 31, 2017.

The weighted average assumptions used to determine benefit obligations as of December 31, 2016 and 2015 were as follows:

	2016			2015
Discount rate	2.7	%		3.8	%

The weighted average assumptions used to determine net periodic pension cost for the years ended December 31, 2016, 2015 and 2014 were as follows:

	2016			2015			2014
Discount rate	3.8	%		3.6	%		4.6	%
Annual rate of return on plan assets	6.2	%		6.3	%		6.7	%

The annual rate of return on plan assets has been determined by modeling possible returns using the actuary’s portfolio return calculator and the fair value of plan assets. This models the long term expected returns of the various asset classes held in the portfolio and takes into account the additional benefits of holding a diversified portfolio. For measurement purposes of the liability, the annual rates of inflation of covered pension benefits assumed for 2016 and 2015 were 2.2% and 2.0%, respectively.

The components of net periodic pension cost of the UK Plan for the years ended December 31, 2016, 2015 and 2014 were as follows (in thousands):

	2016				2015				2014
Interest cost	$	10,320			$	11,603			$	14,027
Expected return on plan assets	(14,227		)		(16,181		)		(16,888		)
Amortization of unrecognized loss	2,047				2,526				2,029
Net periodic pension cost (income)	$	(1,860	)		$	(2,052	)		$	(832	)

Actuarial gains and losses are amortized using a corridor approach whereby cumulative gains and losses in excess of the greater of 10% of the pension benefit obligation or the fair value of plan assets are amortized over the average life expectancy of plan participants. The amortization period for 2016 was 27 years.

The reclassification adjustment, net of income taxes, for the UK Plan from accumulated other comprehensive loss into net periodic pension cost for the years ended December 31, 2016, 2015 and 2014 was approximately $1.7 million, $2.0 million and $1.6 million, respectively, which was classified as a component of “Cost of sales” and “Selling, general and administrative expenses” in the Consolidated Statements of Operations. The estimated unrecognized loss for the UK Plan that will be amortized from accumulated other comprehensive loss into net periodic pension cost over the next year is approximately $2.2 million, net of income taxes.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 - RETIREMENT PLANS - (Continued)

UK Plan Assets

The weighted average asset allocations and weighted average target allocations at December 31, 2016 and 2015 were as follows:

Asset Category	Target Asset Allocation			December 31, 2016			December 31, 2015
Equity securities	45.0	%		44.9	%		43.3	%
Debt securities	55.0	%		55.0	%		56.3	%
Cash	—	%		0.1	%		0.4	%
Total	100.0	%		100.0	%		100.0	%

Plan assets of our UK Plan are invested in marketable equity and equity like securities through various funds. These funds invest in a diverse range of investments, trading in the United Kingdom, the United States and other international locations, such as Asia Pacific and other European locations. Debt securities are invested in funds that invest in UK corporate bonds and UK government bonds.

The following tables set forth by level, within the fair value hierarchy discussed in Note 10 - Fair Value Measurements, the fair value of assets of the UK Plan as of December 31, 2016 and 2015 (in thousands):

	Assets at Fair Value as of December 31, 2016
Asset Category	Level 1				Level 2				Level 3				Total
Equity and equity like investments	$	—			$	115,416			$	—			$	115,416
Corporate bonds	—				103,912				—				103,912
Government bonds	—				37,473				—				37,473
Cash	435				—				—				435
Total	$	435			$	256,801			$	—			$	257,236

	Assets at Fair Value as of December 31, 2015
Asset Category	Level 1				Level 2				Level 3				Total
Equity and equity like investments	$	—			$	114,213			$	—			$	114,213
Corporate bonds	—				114,434				—				114,434
Government bonds	—				34,011				—				34,011
Cash	897				—				—				897
Total	$	897			$	262,658			$	—			$	263,555

In regards to the plan assets of our UK Plan, investment amounts have been allocated within the fair value hierarchy based on the nature of the investment. The characteristics of the assets that sit within each level are summarized as follows:

Level 1-This asset represents cash.

Level 2-These assets are a combination of the following:

(a)	Assets that are not exchange traded but have a unit price that is based on the net asset value of the fund. The unit prices are not quoted but the underlying assets held by the fund are either:

(i)	held in a variety of listed investments

(ii)	held in UK treasury bonds or corporate bonds with the asset value being based on fixed income streams. Some of the underlying bonds are also listed on regulated markets.

It is the value of the underlying assets that have been used to calculate the unit price of the fund.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 - RETIREMENT PLANS - (Continued)

(b)	Assets that are not exchange traded but have a unit price that is based on the net asset value of the fund. The unit prices are quoted. The underlying assets within these funds comprise cash or assets that are listed on a regulated market (i.e., the values are based on observable market data) and it is these values that are used to calculate the unit price of the fund.

Level 3-Assets that are not exchange traded but have a unit price that is based on the net asset value of the fund. The unit prices are not quoted and are not available on any market.

The investment policies and strategies for the plan assets are established by the plan trustees (who are independent of the Company) to achieve a reasonable balance between risk, likely return and administration expense, as well as to maintain funds at a level to meet minimum funding requirements. In order to ensure that an appropriate investment strategy is in place, an analysis of the UK Plan’s assets and liabilities is completed periodically.

Cash Flows:

Contributions

Our United Kingdom subsidiary expects to contribute approximately $4.4 million to its UK Plan in 2017.

Estimated Future Benefit Payments

The following estimated benefit payments are expected to be paid in the following years (in thousands):

	Pension Benefits
2017	$	9,897
2018	$	10,193
2019	$	10,498
2020	$	10,812
2021	$	11,135
Succeeding five years	$	60,878

The following table shows certain information for the UK Plan where the accumulated benefit obligation is in excess of plan assets as of December 31, 2016 and 2015 (in thousands):

	2016				2015
Projected benefit obligation	$	306,731			$	295,825
Accumulated benefit obligation	$	306,731			$	295,825
Fair value of plan assets	$	257,236			$	263,555

We also sponsor two U.S. defined benefit plans in which participation by new individuals is frozen. The benefit obligation associated with these plans as of December 31, 2016 and 2015 was approximately $7.0 million. The estimated fair value of the plan assets as of December 31, 2016 and 2015 was approximately $5.0 million and $4.9 million, respectively. The plan assets are considered Level 1 assets within the fair value hierarchy and are predominantly invested in cash, equities, and equity and bond funds. The pension liability balances as of December 31, 2016 and 2015 are classified as “Other long-term obligations” in the accompanying Consolidated Balance Sheets. The measurement date for these two plans is December 31 of each year. The major assumptions used in the actuarial valuations to determine benefit obligations as of December 31, 2016 and 2015 included discount rates for each year of 4.00% for one plan and 3.80% for the other plan. Also, included was an expected rate of return of 7.00% for both 2016 and 2015. The reclassification adjustment, net of income taxes, from accumulated other comprehensive loss into net periodic pension cost was approximately $0.2 million for each of the years ended December 31, 2016, 2015 and 2014, which was classified as a component of “Selling, general and administrative expenses” in the Consolidated Statements of Operations. The estimated loss for these plans that will be amortized from accumulated other comprehensive loss into net periodic pension cost over the next year is approximately $0.2 million, net of income taxes. The future estimated benefit payments expected to be paid from the plans for the next ten years is approximately $0.4 million per year.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 - RETIREMENT PLANS - (Continued)

Multiemployer Plans

We participate in approximately 200 multiemployer pension plans (“MEPPs”) that provide retirement benefits to certain union employees in accordance with various collective bargaining agreements (“CBAs”). As one of many participating employers in these MEPPs, we are responsible with the other participating employers for any plan underfunding. Our contributions to a particular MEPP are established by the applicable CBAs; however, our required contributions may increase based on the funded status of an MEPP and legal requirements of the Pension Protection Act of 2006 (the “PPA”), which requires substantially underfunded MEPPs to implement a funding improvement plan (“FIP”) or a rehabilitation plan (“RP”) to improve their funded status. Factors that could impact the funded status of an MEPP include, without limitation, investment performance, changes in the participant demographics, decline in the number of contributing employers, changes in actuarial assumptions and the utilization of extended amortization provisions.

An FIP or RP requires a particular MEPP to adopt measures to correct its underfunding status. These measures may include, but are not limited to: (a) an increase in our contribution rate as a signatory to the applicable CBA, (b) a reallocation of the contributions already being made by participating employers for various benefits to individuals participating in the MEPP and/or (c) a reduction in the benefits to be paid to future and/or current retirees. In addition, the PPA requires that a 5% surcharge be levied on employer contributions for the first year commencing after the date the employer receives notice that the MEPP is in critical status and a 10% surcharge on each succeeding year until a CBA is in place with terms and conditions consistent with the RP.

We could also be obligated to make payments to MEPPs if we either cease to have an obligation to contribute to the MEPP or significantly reduce our contributions to the MEPP because we reduce our number of employees who are covered by the relevant MEPP for various reasons, including, but not limited to, layoffs or closure of a subsidiary assuming the MEPP has unfunded vested benefits. The amount of such payments (known as a complete or partial withdrawal liability) would equal our proportionate share of the MEPPs’ unfunded vested benefits. We believe that certain of the MEPPs in which we participate may have unfunded vested benefits. Due to uncertainty regarding future factors that could trigger withdrawal liability, as well as the absence of specific information regarding the MEPP’s current financial situation, we are unable to determine (a) the amount and timing of any future withdrawal liability, if any, and (b) whether our participation in these MEPPs could have a material adverse impact on our financial position, results of operations or liquidity. We did not record any withdrawal liability for the years ended December 31, 2016, 2015 and 2014.

The following table lists all domestic MEPPs to which our contributions exceeded $2.0 million in 2016. Additionally, this table also lists all domestic MEPPs to which we contributed in 2016 in excess of $0.5 million for MEPPs in the critical status, “red zone”, and $1.0 million in the endangered status, “orange or yellow zones”, as defined by the PPA (in thousands):

Pension Fund		EIN/Pension Plan Number		PPA Zone Status (1)				FIP/RP Status		Contributions												Contributions greater than 5% of total plan contributions (2)		Expiration date of CBA
	2016		2015			2016				2015				2014
Plumbers & Pipefitters National Pension Fund		52-6152779 001		Yellow		Yellow		Implemented		$	12,034			$	12,021			$	10,425			No		January 2017 to May 2023
Sheet Metal Workers National Pension Fund		52-6112463 001		Yellow		Yellow		Implemented		11,280				10,891				9,977				No		January 2017 to June 2020
National Automatic Sprinkler Industry Pension Fund		52-6054620 001		Red		Red		Implemented		11,075				6,697				6,000				No		May 2017 to March 2021
National Electrical Benefit Fund		53-0181657 001		Green		Green		N/A		10,328				8,513				7,985				No		March 2017 to May 2020
Pension, Hospitalization & Benefit Plan of the Electrical Industry- Pension Trust Account		13-6123601 001		Green		Green		N/A		9,687				7,543				6,219				No		January 2018 to June 2020

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 - RETIREMENT PLANS - (Continued)

Pension Fund		EIN/Pension Plan Number		PPA Zone Status (1)				FIP/RP Status		Contributions												Contributions greater than 5% of total plan contributions (2)		Expiration date of CBA
	2016		2015			2016				2015				2014
Northern California Pipe Trades Pension Plan		94-3190386 001		Green		Green		N/A		6,495				3,544				3,270				Yes		May 2017 to June 2018
Central Pension Fund of the IUOE & Participating Employers		36-6052390 001		Green		Green		N/A		6,211				6,465				6,518				No		February 2017 to November 2019
Electrical Contractors Association of the City of Chicago Local Union 134, IBEW Joint Pension Trust of Chicago Pension Plan 2		51-6030753 002		Green		Green		N/A		5,518				5,759				4,051				No		June 2017 to December 2017
Plumbers Pipefitters & Mechanical Equipment Service Local Union 392 Pension Plan		31-0655223 001		Red		Red		Implemented		5,202				5,554				4,962				Yes		June 2019
Sheet Metal Workers Pension Plan of Northern California		51-6115939 001		Red		Red		Implemented		5,164				4,851				3,467				No		June 2017 to June 2019
Southern California Pipe Trades Retirement Fund		51-6108443 001		Green		Green		N/A		4,371				2,743				2,863				No		June 2017 to August 2019
Pipefitters Union Local 537 Pension Fund		51-6030859 001		Green		Green		N/A		3,970				3,939				2,981				Yes		January 2017 to August 2017
NECA-IBEW Pension Trust Fund		51-6029903 001		Green		Green		N/A		3,752				1,498				1,287				No		May 2017 to December 2017
Eighth District Electrical Pension Fund		84-6100393 001		Green		Green		N/A		3,444				3,411				2,695				Yes		August 2017 to May 2018
Electrical Workers Local No. 26 Pension Trust Fund		52-6117919 001		Green		Green		N/A		3,390				2,620				2,880				Yes		June 2017 to May 2019
Southern California IBEW-NECA Pension Trust Fund		95-6392774 001		Red		Orange		Implemented (3)		3,289				2,894				2,776				No		June 2019 to May 2020
U.A. Plumbers Local 24 Pension Fund		22-6042823 001		Green		Green		N/A		3,147				2,431				1,998				Yes		April 2020
Sheet Metal Workers Pension Plan of Southern California, Arizona & Nevada		95-6052257 001		Yellow		Red		Pending		2,946				2,310				1,824				No		June 2017 to June 2020
U.A. Local 393 Pension Trust Fund Defined Benefit		94-6359772 002		Green		Green		N/A		2,490				4,597				3,585				Yes		June 2017 to June 2018
Heating, Piping & Refrigeration Pension Fund		52-1058013 001		Green		Green		N/A		2,402				1,948				1,877				No		July 2017 to July 2019
San Diego Electrical Pension Plan		95-6101801 001		Green		Red		N/A		2,216				2,109				1,878				Yes		May 2019 to May 2020
Boilermaker-Blacksmith National Pension Trust		48-6168020 001		Yellow		Yellow		Implemented		1,710				1,367				1,177				No		April 2017 to September 2018
U.A. Local 38 Defined Benefit Pension Plan		94-1285319 001		Yellow		Yellow		Implemented		1,521				1,526				1,605				No		June 2017
Plumbing & Pipe Fitting Local 219 Pension Fund		34-6682376 001		Red		Red		Implemented		838				1,262				1,107				Yes		May 2017

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 - RETIREMENT PLANS - (Continued)

Pension Fund		EIN/Pension Plan Number		PPA Zone Status (1)				FIP/RP Status		Contributions												Contributions greater than 5% of total plan contributions (2)		Expiration date of CBA
	2016		2015			2016				2015				2014
Plumbers & Pipefitters Local Union No. 502 & 633 Pension Fund		61-6078145 001		Red		Red		Implemented		713				365				232				No		May 2017 to July 2017
Steamfitters Local Union No. 420 Pension Plan		23-2004424 001		Red		Red		Implemented		709				845				862				No		April 2017 to May 2017
Carpenters Pension Trust Fund for Northern California		94-6050970 001		Red		Red		Implemented		584				380				522				No		June 2019
Other Multiemployer Pension Plans										42,811				38,973				42,968						Various
Total Contributions										$	167,297			$	147,056			$	137,991

---

(1)	The zone status represents the most recent available information for the respective MEPP, which may be 2015 or earlier for the 2016 year and 2014 or earlier for the 2015 year.

(2)

This information was obtained from the respective plan’s Form 5500 (“Forms”) for the most current available filing. These dates may not correspond with our fiscal year contributions. The above noted percentages of contributions are based upon disclosures contained in the plans’ Forms. Those Forms, among other things, disclose the names of individual participating employers whose annual contributions account for more than 5% of the aggregate annual amount contributed by all participating employers for a plan year. Accordingly, if the annual contribution of two or more of our subsidiaries each accounted for less than 5% of such contributions, but in the aggregate accounted for in excess of 5% of such contributions, that greater percentage is not available and accordingly is not disclosed.

(3)	For these respective plans, a funding surcharge was currently in effect for 2016.

The nature and diversity of our business may result in volatility in the amount of our contributions to a particular MEPP for any given period. That is because, in any given market, we could be working on a significant project and/or projects, which could result in an increase in our direct labor force and a corresponding increase in our contributions to the MEPP(s) dictated by the applicable CBA. When that particular project(s) finishes and is not replaced, the number of participants in the MEPP(s) who are employed by us would also decrease, as would our level of contributions to the particular MEPP(s). Additionally, the amount of contributions to a particular MEPP could also be affected by the terms of the CBA, which could require at a particular time, an increase in the contribution rate and/or surcharges. Our contributions to various MEPPs did not significantly increase as a result of acquisitions made since 2014.

We also participate in two MEPPs that are located within the United Kingdom for which we have contributed $0.2 million for each of the years ended December 31, 2016, 2015 and 2014. The information that we have obtained relating to these plans is not as readily available and/or as comparable as the information that has been ascertained in the United States. Based upon the most recently available information, one of the plans is 100% funded, and the other plan is between 65% and less than 80% funded. A recovery plan has been put in place for the plan that is less than 80% funded, which requires higher contribution amounts to be paid by our UK operations.

Additionally, we contribute to certain multiemployer plans that provide post retirement benefits such as health and welfare benefits and/or defined contribution/annuity plans, among others. Our contributions to these plans approximated $130.5 million, $108.1 million and $98.3 million for the years ended December 31, 2016, 2015 and 2014, respectively. Our contributions to other post retirement benefit plans did not significantly increase as a result of acquisitions made since 2014. The amount of contributions to these plans is also subject for the most part to the factors discussed above in conjunction with the MEPPs.

Defined Contribution Plans

We have defined contribution retirement and savings plans that cover eligible employees in the United States. Contributions to these plans are based on a percentage of the employee’s base compensation. The expenses recognized for the years ended December 31, 2016, 2015 and 2014 for these plans were $26.8 million, $26.5 million and $25.3 million, respectively. At our discretion and subject to applicable plan documents, we may make additional supplemental matching contributions to one of our defined contribution retirement and savings plans. The expenses recognized related to additional supplemental matching for the years ended December 31, 2016, 2015 and 2014 were $5.4 million, $4.8 million and $4.3 million, respectively.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 - RETIREMENT PLANS - (Continued)

Our United Kingdom subsidiary has defined contribution retirement plans. The expense recognized for the years ended December 31, 2016, 2015 and 2014 was $3.6 million, $4.0 million and $4.5 million, respectively.

NOTE 15 - COMMITMENTS AND CONTINGENCIES

Commitments

We lease land, buildings and equipment under various leases. The leases frequently include renewal options and escalation clauses and require us to pay for utilities, taxes, insurance and maintenance expenses.

Future minimum payments, by year and in the aggregate, under capital leases, non-cancelable operating leases and related subleases with initial or remaining terms of one or more years at December 31, 2016, were as follows (in thousands):

	Capital Leases				Operating Leases				Sublease Income
2017	$	1,135			$	66,328			$	397
2018	887				54,821				296
2019	1,287				44,686				80
2020	627				34,098				—
2021	5				24,191				—
Thereafter	—				46,838				—
Total minimum lease payments	3,941				$	270,962			$	773
Amounts representing interest	(209		)
Present value of net minimum lease payments	$	3,732

Rent expense for operating leases and other rental items, including short-term equipment rentals charged to cost of sales, for the years ended December 31, 2016, 2015 and 2014 was $143.1 million, $122.0 million and $118.4 million, respectively. Rent expense for the years ended December 31, 2016, 2015 and 2014 was reported net of sublease rental income of $0.6 million, $1.2 million and $1.3 million, respectively.

Contractual Guarantees

We have agreements with our executive officers and certain other key management personnel providing for severance benefits for such employees upon termination of their employment under certain circumstances.

From time to time in the ordinary course of business, we guarantee obligations of our subsidiaries under certain contracts. Generally, we are liable under such an arrangement only if our subsidiary fails to perform its obligations under the contract. Historically, we have not incurred any substantial liabilities as a consequence of these guarantees.

The terms of our construction contracts frequently require that we obtain from surety companies (“Surety Companies”) and provide to our customers payment and performance bonds (“Surety Bonds”) as a condition to the award of such contracts. The Surety Bonds secure our payment and performance obligations under such contracts, and we have agreed to indemnify the Surety Companies for amounts, if any, paid by them in respect of Surety Bonds issued on our behalf. In addition, at the request of labor unions representing certain of our employees, Surety Bonds are sometimes provided to secure obligations for wages and benefits payable to or for such employees. Public sector contracts require Surety Bonds more frequently than private sector contracts, and accordingly, our bonding requirements typically increase as the amount of public sector work increases. As of December 31, 2016, based on our percentage-of-completion of our projects covered by Surety Bonds, our aggregate estimated exposure, had there been defaults on all our then existing contractual obligations, was approximately $1.1 billion. The Surety Bonds are issued by Surety Companies in return for premiums, which vary depending on the size and type of bond.

We are subject to regulation with respect to the handling of certain materials used in construction, which are classified as hazardous or toxic by federal, state and local agencies. Our practice is to avoid participation in projects principally involving the remediation or removal of such materials. However, when remediation is required as part of our contract performance, we believe

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 - COMMITMENTS AND CONTINGENCIES - (Continued)

we comply with all applicable regulations governing the discharge of material into the environment or otherwise relating to the protection of the environment.

At December 31, 2016, we employed approximately 31,000 people, approximately 55% of whom are represented by various unions pursuant to approximately 400 collective bargaining agreements between our individual subsidiaries and local unions. We believe that our employee relations are generally good. Only two of these collective bargaining agreements are national or regional in scope.

Restructuring expenses were $1.4 million, $0.8 million and $1.2 million for 2016, 2015 and 2014, respectively. The 2016 restructuring expenses were comprised entirely of employee severance obligations. The 2015 restructuring expenses included $0.9 million of employee severance obligations and a reversal of $0.1 million relating to the termination of leased facilities. The 2014 restructuring expenses included $0.6 million of employee severance obligations and $0.6 million relating to the termination of leased facilities. As of December 31, 2016, 2015 and 2014, the balance of our restructuring related obligations yet to be paid was $0.2 million, $0.1 million and $0.3 million, respectively. The majority of obligations outstanding as of December 31, 2015 and 2014 were paid during 2016 and 2015, respectively. The obligations outstanding as of December 31, 2016 will be paid during the first half of 2017. No material expenses in connection with restructuring from continuing operations are expected to be incurred during 2017.

The changes in restructuring activity by reportable segments during the years ended December 31, 2016 and December 31, 2015 were as follows (in thousands):

	United States electrical construction and facilities services segment				United States mechanical construction and facilities services segment				United States building services segment				Total
Balance at December 31, 2014	$	255			$	26			$	—			$	281
Charges	(106		)		6				924				824
Payments	(149		)		(32		)		(843		)		(1,024		)
Balance at December 31, 2015	—				—				81				81
Charges	—				519				919				1,438
Payments	—				(331		)		(987		)		(1,318		)
Balance at December 31, 2016	$	—			$	188			$	13			$	201

A summary of restructuring expenses by reportable segments recognized for the year ended December 31, 2016 was as follows (in thousands):

	United States electrical construction and facilities services segment				United States mechanical construction and facilities services segment				United States building services segment				Total
Severance	$	—			$	519			$	919			$	1,438
Leased facilities	—				—				—				—
Total charges	$	—			$	519			$	919			$	1,438

Government Contracts

As a government contractor, we are subject to U.S. government audits and investigations relating to our operations, fines, penalties and compensatory and treble damages, and possible suspension or debarment from doing business with the government. Based on currently available information, we believe the outcome of ongoing government disputes and investigations will not have a material impact on our financial position, results of operations or liquidity.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 15 - COMMITMENTS AND CONTINGENCIES - (Continued)

Legal Matters

One of our subsidiaries was a subcontractor to a mechanical contractor (“Mechanical Contractor”) on a construction project where an explosion occurred in 2010. An investigation of the matter could not determine who was responsible for the explosion. As a result of the explosion, lawsuits have been commenced against various parties, but, to date, no lawsuits have been commenced against our subsidiary with respect to personal injury or damage to property as a consequence of the explosion. However, the Mechanical Contractor has asserted claims, in the context of an arbitration proceeding against our subsidiary, alleging that our subsidiary is responsible for a portion of the damages for which the Mechanical Contractor may be liable as a result of: (a) personal injury suffered by individuals as a result of the explosion and (b) the Mechanical Contractor’s legal fees and associated management costs in defending against any and all such claims. The Mechanical Contractor previously asserted claims under the Connecticut and Massachusetts Unfair and Deceptive Practices Acts, but such claims were recently withdrawn. The general contractor (as assignee of the Mechanical Contractor) on the construction project, and for whom the Mechanical Contractor worked, has alleged that our subsidiary is responsible for losses asserted by the owner of the project and/or the general contractor because of delays in completion of the project and for damages to the owner’s property. We believe, and have been advised by counsel, that we have a number of meritorious defenses to all such matters. We believe that the ultimate outcome of such matters will not have a material adverse effect on our consolidated financial position, results of operations or liquidity. Notwithstanding our assessment of the final impact of this matter, we are not able to estimate with any certainty the amount of loss, if any, which would be associated with an adverse resolution.

We are involved in several other proceedings in which damages and claims have been asserted against us. Other potential claims may exist that have not yet been asserted against us. We believe that we have a number of valid defenses to such proceedings and claims and intend to vigorously defend ourselves. We do not believe that any such matters will have a material adverse effect on our financial position, results of operations or liquidity. Litigation is subject to many uncertainties and the outcome of litigation is not predictable with assurance. It is possible that some litigation matters for which liabilities have not been recorded could be decided unfavorably to us, and that any such unfavorable decisions could have a material adverse effect on our financial position, results of operations or liquidity.

NOTE 16 - ADDITIONAL CASH FLOW INFORMATION

The following presents information about cash paid for interest, income taxes and other non-cash financing activities for the years ended December 31, 2016, 2015 and 2014 (in thousands):

	2016				2015				2014
Cash paid during the year for:
Interest	$	11,033			$	7,668			$	7,421
Income taxes	$	129,540			$	99,754			$	88,277
Non-cash financing activities:
Assets acquired under capital lease obligations	$	1,914			$	3,847			$	93

NOTE 17 - SEGMENT INFORMATION

We have the following reportable segments: (a) United States electrical construction and facilities services (involving systems for electrical power transmission and distribution; premises electrical and lighting systems; process instrumentation in the refining, chemical process, food process and mining industries; low-voltage systems, such as fire alarm, security and process control; voice and data communication; roadway and transit lighting; and fiber optic lines); (b) United States mechanical construction and facilities services (involving systems for heating, ventilation, air conditioning, refrigeration and clean-room process ventilation; fire protection; plumbing, process and high-purity piping; controls and filtration; water and wastewater treatment and central plant heating and cooling; cranes and rigging; millwrighting; and steel fabrication, erection and welding); (c) United States building services; (d) United States industrial services; and (e) United Kingdom building services. The “United States building services” and “United Kingdom building services” segments principally consist of those operations which provide a portfolio of services needed to support the operation and maintenance of customers’ facilities, including commercial and government site-based operations and maintenance; facility maintenance and services, including reception, security and catering services; outage services to utilities and industrial plants; military base operations support services; mobile maintenance and services; floor care and janitorial services; landscaping, lot sweeping and snow removal; facilities management; vendor management; call center services; installation and support for building systems; program development, management and maintenance for energy systems; technical consulting

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 17 - SEGMENT INFORMATION - (Continued)

and diagnostic services; infrastructure and building projects for federal, state and local governmental agencies and bodies; and small modification and retrofit projects, which services are not generally related to customers’ construction programs. The “United States industrial services” segment principally consists of those operations which provide industrial maintenance and services, including those for refineries and petrochemical plants, including on-site repairs, maintenance and service of heat exchangers, towers, vessels and piping; design, manufacturing, repair and hydro blast cleaning of shell and tube heat exchangers and related equipment; refinery turnaround planning and engineering services; specialty welding services; overhaul and maintenance of critical process units in refineries and petrochemical plants; and specialty technical services for refineries and petrochemical plants.

The following tables present information about industry segments and geographic areas for the years ended December 31, 2016, 2015 and 2014 (in thousands):

	2016				2015				2014
Revenues from unrelated entities:
United States electrical construction and facilities services	$	1,704,403			$	1,367,142			$	1,311,988
United States mechanical construction and facilities services	2,661,763				2,312,763				2,201,212
United States building services	1,791,787				1,739,259				1,721,341
United States industrial services	1,067,315				922,085				839,980
Total United States operations	7,225,268				6,341,249				6,074,521
United Kingdom building services	326,256				377,477				350,444
Total worldwide operations	$	7,551,524			$	6,718,726			$	6,424,965
Total revenues:
United States electrical construction and facilities services	$	1,728,920			$	1,378,620			$	1,326,547
United States mechanical construction and facilities services	2,680,542				2,326,683				2,219,886
United States building services	1,846,382				1,794,086				1,762,697
United States industrial services	1,068,662				923,648				842,040
Less intersegment revenues	(99,238		)		(81,788		)		(76,649		)
Total United States operations	7,225,268				6,341,249				6,074,521
United Kingdom building services	326,256				377,477				350,444
Total worldwide operations	$	7,551,524			$	6,718,726			$	6,424,965

Operating income (loss):
United States electrical construction and facilities services	$	101,761			$	82,225			$	90,873
United States mechanical construction and facilities services	133,742				138,688				114,418
United States building services	75,770				70,532				65,885
United States industrial services	77,845				56,469				63,159
Total United States operations	389,118				347,914				334,335
United Kingdom building services	11,946				11,634				15,011
Corporate administration	(88,740		)		(71,642		)		(68,578		)
Restructuring expenses	(1,438		)		(824		)		(1,168		)
Impairment loss on identifiable intangible assets	(2,428		)		—				(1,471		)
Gain on sale of building	—				—				11,749
Total worldwide operations	308,458				287,082				289,878
Other corporate items:
Interest expense	(12,627		)		(8,932		)		(9,075		)
Interest income	663				673				842
Income from continuing operations before income taxes	$	296,494			$	278,823			$	281,645

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 17 - SEGMENT INFORMATION - (Continued)

	2016				2015				2014
Capital expenditures:
United States electrical construction and facilities services	$	5,294			$	6,063			$	6,671
United States mechanical construction and facilities services	8,004				5,345				8,631
United States building services	10,748				7,233				10,589
United States industrial services	10,065				11,073				9,139
Total United States operations	34,111				29,714				35,030
United Kingdom building services	4,523				5,298				1,935
Corporate administration	1,014				448				1,070
Total worldwide operations	$	39,648			$	35,460			$	38,035
Depreciation and amortization of Property, plant and equipment:
United States electrical construction and facilities services	$	6,318			$	4,676			$	4,237
United States mechanical construction and facilities services	7,594				7,624				7,600
United States building services	10,191				9,834				10,660
United States industrial services	10,394				9,629				9,839
Total United States operations	34,497				31,763				32,336
United Kingdom building services	3,560				3,603				3,305
Corporate administration	824				928				883
Total worldwide operations	$	38,881			$	36,294			$	36,524

Costs and estimated earnings in excess of billings on uncompleted contracts:
United States electrical construction and facilities services	$	46,193			$	39,116			$	32,464
United States mechanical construction and facilities services	47,437				46,220				43,443
United States building services	27,350				20,959				18,555
United States industrial services	2,572				3,358				281
Total United States operations	123,552				109,653				94,743
United Kingdom building services	7,145				8,081				8,458
Total worldwide operations	$	130,697			$	117,734			$	103,201
Billings in excess of costs and estimated earnings on uncompleted contracts:
United States electrical construction and facilities services	$	163,794			$	139,857			$	114,422
United States mechanical construction and facilities services	272,978				238,463				199,983
United States building services	49,379				44,476				38,059
United States industrial services	1,823				1,170				1,516
Total United States operations	487,974				423,966				353,980
United Kingdom building services	1,268				5,269				14,575
Total worldwide operations	$	489,242			$	429,235			$	368,555

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 17 - SEGMENT INFORMATION - (Continued)

	2016				2015				2014
Long-lived assets:
United States electrical construction and facilities services	$	183,632			$	20,139			$	18,792
United States mechanical construction and facilities services	289,676				296,633				288,161
United States building services	399,222				378,367				392,364
United States industrial services	709,267				730,413				750,101
Total United States operations	1,581,797				1,425,552				1,449,418
United Kingdom building services	11,446				10,927				6,899
Corporate administration	1,734				1,543				2,023
Total worldwide operations	$	1,594,977			$	1,438,022			$	1,458,340

Total assets:
United States electrical construction and facilities services	$	631,581			$	372,525			$	332,150
United States mechanical construction and facilities services	960,748				894,366				793,056
United States building services	747,319				721,653				737,082
United States industrial services	850,434				883,338				954,018
Total United States operations	3,190,082				2,871,882				2,816,306
United Kingdom building services	105,081				133,782				130,340
Corporate administration	599,007				536,993				437,201
Total worldwide operations	$	3,894,170			$	3,542,657			$	3,383,847

During 2016, we incurred $19.4 million of losses on a transportation project within our United States electrical construction and facilities services segment as a result of productivity issues attributable to unfavorable job-site conditions. In addition, within the United States mechanical construction and facilities services segment, we incurred $18.3 million of losses on a project at a process facility as a result of a contract dispute with our customer and $9.6 million of losses on an institutional project due to project delays and unfavorable job-site conditions. The results of our United States mechanical construction and facilities services segment included revenues of $12.1 million recognized during 2015 as a result of the settlement of a claim on an institutional project located in the Southeastern region of the United States. Our United Kingdom building services segment recognized income of $4.8 million during 2014, which has been recorded as a reduction of "Cost of sales" in the Consolidated Statements of Operations for the year ended December 31, 2014, as a result of a reduction in the estimate of certain accrued contract costs that were no longer expected to be incurred within its building services operations.

EMCOR Group, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 18 - SELECTED UNAUDITED QUARTERLY INFORMATION

(In thousands, except per share data)

Quarterly and year-to-date computations of per share amounts are made independently; therefore, the sum of per share amounts for the quarters may not equal per share amounts for the year. The results of the construction operations of our United Kingdom segment for all periods are presented as discontinued operations.

		March 31				June 30				Sept. 30				Dec. 31
2016 Quarterly Results
Revenues		$	1,744,970			$	1,933,416			$	1,923,174			$	1,949,964
Gross profit		$	223,108			$	274,741			$	268,044			$	271,969
Impairment loss on identifiable intangible assets		$	—			$	—			$	—			$	2,428
Net income attributable to EMCOR Group, Inc.		$	34,348			$	55,380			$	51,531			$	40,676
Basic EPS from continuing operations		$	0.57			$	0.93			$	0.85			$	0.70
Basic EPS from discontinued operation		(0.00		)		(0.02		)		(0.01		)		(0.03		)
		$	0.57			$	0.91			$	0.84			$	0.67
Diluted EPS from continuing operations		$	0.56			$	0.92			$	0.85			$	0.69
Diluted EPS from discontinued operation		(0.00		)		(0.02		)		(0.01		)		(0.03		)
		$	0.56			$	0.90			$	0.84			$	0.66

		March 31				June 30				Sept. 30				Dec. 31
2015 Quarterly Results
Revenues		$	1,589,187			$	1,652,585			$	1,699,128			$	1,777,826
Gross profit		$	216,929			$	239,527			$	235,402			$	252,621
Impairment loss on identifiable intangible assets		$	—			$	—			$	—			$	—
Net income attributable to EMCOR Group, Inc.		$	32,849			$	46,849			$	41,522			$	51,066
Basic EPS from continuing operations		$	0.53			$	0.75			$	0.66			$	0.81
Basic EPS from discontinued operation		(0.01		)		(0.00		)		(0.00		)		0.01
		$	0.52			$	0.75			$	0.66			$	0.82
Diluted EPS from continuing operations		$	0.52			$	0.74			$	0.66			$	0.80
Diluted EPS from discontinued operation		(0.00		)		(0.00		)		(0.00		)		0.01
		$	0.52			$	0.74			$	0.66			$	0.81

NOTE 19 Subsequent Event

In January 2017, we acquired a company for an immaterial amount. This company provides fire protection and alarm services primarily in the Southern region of the United States and will be included in our United States mechanical construction and facilities services segment. The purchase price for the acquisition of this business is subject to finalization based on certain contingencies provided for in the purchase agreement. The acquisition of this business will be accounted for by the acquisition method, and the price paid will be allocated to its respective assets and liabilities, based upon the estimated fair value of its assets and liabilities at the date of acquisition by us.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of EMCOR Group, Inc. and subsidiaries:

We have audited the accompanying consolidated balance sheets of EMCOR Group, Inc. and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2016. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of EMCOR Group, Inc. and subsidiaries at December 31, 2016 and 2015, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), EMCOR Group, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) and our report dated February 23, 2017 expressed an unqualified opinion thereon.

Stamford, Connecticut	/s/ ERNST & YOUNG LLP
February 23, 2017

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of EMCOR Group, Inc. and subsidiaries:

We have audited EMCOR Group, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). EMCOR Group, Inc. and subsidiaries’ management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, EMCOR Group, Inc. and subsidiaries maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of EMCOR Group, Inc. and subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2016 and our report dated February 23, 2017 expressed an unqualified opinion thereon.

Stamford, Connecticut	/s/ ERNST & YOUNG LLP
February 23, 2017